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Directors Report of McNally Bharat Engineering Company Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the Fifty Second Annual Report together with audited statement of accounts for the year ended March 31, 2015.

Highlights

The key highlights of the operations for the financial year 2014-15 over the previous year are (based on standalone only in all cases):

Total Income increased by Rs. 2683.48 lacs and earnings before Finance Cost, Depreciation & Amortization and Tax increased by Rs. 4,224.24 lacs.

Financial Results

The Financial performance of the Company for the year ended March 31, 2015 is summarized below:

Rs. in Lacs Particulars Standalone Standalone year ending year ending March 31, 2015 March 31, 2014

Sales (net of excise) and other income 218,200 215,551

Profit before Finance Cost, Depreciation & Amortisation and Tax 7,909 17,797

Less: Finance cost 22,519 15,124

Earnings before Depreciation & Amortisation and Tax -14,610 2,673

Less: Depreciations Amortisation 2,912 1,910

Profit before Tax and before provision for onerous contract (17,522) 763

Provision for onerous contracts (6,100) 7,500

Profit before Tax but after provision for onerous contract (11,422) (6,737)

Less: Provision for Taxation (including D eferred Tax) 0 512

Profit after tax and after provision for onerous contract (11,422) (7,249)

Profit after Tax (11,422) (7,249)

Amount brought forward from previous year 15,712 23,088

Profit available for Appropriations 4,290 15,839

Proposed for Dividend on equity shares for the year 0 0

Dividend Distribution Tax on Proposed Dividend on Equity shares 0 0

Transfer to General Reserve 0 0

Proposed for Dividend on preference shares for the year 112 109

Dividend Distribution Tax on Proposed Dividend on preference shares 19 18

Balance at the end of the year 4,159 15,712

Business Performance/ Review of Operations

The financial year 2014-15 have been the most challenging year in the recent past for the entire infrastructure Sector. Complete policy paralysis at the Government level and resulting deferment and delay on all new projects in the infra sector reduced the overall opportunities for all the players. This has resulted in significant fall in order booking during the financial year by all the players. MBE is no exception and during the year the fresh order inflow was substantially lower at Rs. 1226 Cr. The Company during the year faced severe working capital crunch due to nonpayment of dues by certain Private and Public sector customers and delayed execution on part of some customers. This has affected the execution and the billing in spite of high opening order book at the beginning of the financial year. The borrowing level during the year increased substantially which also created pressure on cash flow and profitability due to high interest burden. Though the top line during the year was maintained at the same level of previous year, the pressure on high interest payout and higher provision of depreciation due to change in accounting policy resulted in loss of Rs. 114.22 Cr during the financial year.

Some of the significant orders bagged during the year are mentioned below, which are currently under execution:

- Substation Order from PGCIL for Rs 118 crores

- GIS Subsation Order from WBSETCL for Rs.21.10 crores.

- Land Mark work for Nabinagar CW and make up water package for Rs. 350 crores

- Petcoke handling plant for Chennai Petroleum Corporation Ltd for Rs. 228.46 Crores

- Construction of Residential Accommodation at BD Bari, Jammu, Janglot, Ratnachuk for DGMAP at a contract value of Rs. 144.19cr

- Construction of Muttom Depot for Kochi Metro of DMRC at a contract value of Rs. 69.91 cr

- Design, Engg, Manufacture, Supply of 1 set of Rotary WT & Beetle charger of Paradeep Port Trust at a contract value of 12.0 Crores

- Design, Engg, Manufacture, Supply of 1 No. 80 Ton Electric Level Luffing Crane of DGNP, Vizag at a contract value of 24.0 Crores

Project Completed

- Construction of Civil Foundation & Structural Steel Work for 6X150MW Captive Power Plant at Mahan Aluminum Project of Hindalco

PROJECT EXECUTION

During the year a number of projects were at various stages of execution. Some of the major projects which were completed during the year:

- 9,000 TPD Cement Plant project at Jamul for ACC

- BOP Package for 2 x 600 MW STPP of M/S SCCL

- 400 KV Substation Extension Package (Package S1) of M/S PGCIL

- 132 KV GIS Substation at Domkol & Nazirpur of M/S WBSETCL

- Coal Handling Plant for 1x500 MW TPS at Vindyachal of NTPC

- Coal Handling Plant for 3x250 MW TPS at Bongaigaon of NTPC

- Coal Handling Plant for 2x500 MW at Sagardighi of WBPDCL

- Ash Handling Plant for 2x660 MW at Mouda (Stage II) of NTPC

- Ash Handling Plant for 3x800 MW at Kudgi of NTPC

- Ash Handling Plant for 3x250 MW TPS at Bongaigaon of NTPC

- Ash Handling Plant for 2x250 MW at Bhavnagar of M/S BECL

- Limestone Milling and Conveying System for 2x250 MW at Bhavnagar of M/S BECL

- CW & Make up Water Package for 2x600 MW at Nabinagar ofNPGC

- PT Plant for 2x600 MW at Nabinagar of NPGC

- PT Plant including Intake for 1x500 MW at Bokaro of DVC

- PT Plant for 2x660 MW at Mouda (Stage II ) of NTPC

- Booster Pumping Station at Entally in Kolkata of KMC

- Sinter Plant at Vizag for RINL

- Blast Furnace (BF-5) Stock House for TPL, RSP

- 35 TPH GAP for Mahan Aluminium Project, Hindalco

- 52 TPH GAP for Aditya Aluminium Project, Hindalco

- HDPS GAP for Mahan Aluminium Project, Hindalco

- HDPS for Aditya Aluminium Project, Hindalco

- Clubbed Water System Package, CCPP: OTPC

ACTIVITY HIGHLIGHTS

During the year, a number of significant, complex and large value projects were commissioned including Bellary CHP, HCSD Disposal System of Crescent Power, NLC BWE, Paste Fill Plant of HZL etc.

Inspite of the tough economic scenario your Company has been able to book fresh orders of Rs. 1,226 Cr. (approx) in various sectors this year.

Your Company has been consistently putting efforts towards improvement in Quality and Occupational Health and Safety Standards. MBECL already has ISO 9001-2008 and ISO 14001-2004 Certifications. Our Laboratory is certified by NABL for non-destructive testing. We are also pleased to inform that our OH&S Management System (OHSMS) has been certified this year by BS OHSAS 18001:2007. Our quality and safety standards maintained by us during execution of under HOLCIM Standard and BPCL Refinery at Mahul have been highly appreciated.

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS

- McNally Sayaji Engineering Ltd. (MSEL)

Major Orders received

- JINDAL SAW - Ball Mill & Rod Mill Rs. 890 lacs

- BGR, Chennai - Ring Granulator for 1500 TPH - Rs. 255 lacs

- BGR, Chennai, Pulley for OPGCL - Rs. 105 lacs

- TRF, Rod Mill for NMDC-Rs. 753 lacs

- UCIL, Grinding system - Rs. 648 lacs

- Navadaya, Rotary scrubber for export to S.A. - Rs. 107 lacs

- Scorpio Engineering, Ring Granulator & Screening feeder for IPCL-Rs. 218 lacs

- L & T , Double Roll Crusher for Aditya & Mahan Project - Rs. 94 lacs

- L&T, Pulley for NCL-Rs.238 lacs

- L & T , Screening Feeder for Chhabra CHP - Rs.165 lacs

- JSPL, Double Roll Crusher - Rs. 107 lacs

- Maihar Cement, Ring Granulator & Apron feeder - Rs. 50 lacs

- HZL, Vibrating Screen - Rs. 30 lacs

- JSW for Rs. 527 lacs

- Danieli for Rs. 352 lacs

- Kilburn for Rs. 284 lacs

- Druk for Gypsum crushing plant for Rs. 89 lacs

Major Billing in 2014-15 - Kumardhubi

- Shree Mahavir Ferro Alloys, Ball Mill for Rs. 250 lacs

- Super Smelter, Ball mill and scrubber for Rs. 490 lacs

- HZL, Screen for Rs. 30 lacs

- JSPL, Double roll crusher for Rs. 107 lacs

- HDO, Ball mill for Rs. 93 lacs

- JINDAL SAW - Ball Mill & Rod Mill for Rs. 890 lacs

- TRF, Rod mill for NMDCRs. 550 lacs

- Maihar Cement, Ring granulator & Apron feeder - Rs. 50 lacs

- Dalmia Cement, Rotor assembly - Rs. 92 lacs

- Humboldt Wedag, Slide shoe and other items for Rotary Kiln-Rs. 135 lacs

- HZL for Screen & Reciprocating feeder - Rs. 50 lacs

- BGR, Chennai for Pulley of OPGCL - Rs. 105 lacs

- ACC, Jamul for Roller Screen, Pulley & Stacker - Rs. 460 lacs

- SECL, Ring Granulator, Screen & Stacker - Rs. 360 lacs

- NMDCforldlerAssembly-Rs.56lacs

- NTPCMouda for Silo - Rs 325 lacs

MBE Coal & Mineral Technology India Ltd. Major orders received:

- Renovation of existing Coarse Coal BATAC® Jig from CCLSawangwasheryatJharkhand.

- Renovation of Coarse Coal and Fine Coal BATAC® Jigs from CCL Kedla Washery at Jharknand.

- Supply of two(2) nos. 400 tph Deshaling BATAC® Jig and fixed & dewatering screens for coal washery from Monnet Ispat

- Supply of 150 tph Batac Jig, Screens and Hydrocyclone from Mahavir Coal Resources at Katni.

- Supply of equipment Centrifuges, De-Grit Cyclones & dense Media Cyclones, Screens & Sieve Bends to ACB India for 1.6 mtpa Coking Coal washery.

- Several orders of dewatering screens from clients, BCCL, CCL Kathara and Utkal Energy.

- Supply of dewatering screens to end user at Bosnia.

- Design engineering, supply and erection & commissioning for dry gravity separation pilot equipment, AKAFLOW, along with M/s. AKW of Germany from National Metallurgical Laboratory, Ranchi.

- Design Engineering, Supply and Erection Commissioning for 250 tph throughput capacity Silica Removal Plant from bauxite ore from Sesa Sterlite Ltd. at Lanjigrah.

- Supply of 90 nos. of Solid Bowl Centrifuge for different environmental projects.

Some of the major projects / orders completed during the year 2014-15:

- Commissioning, PG test & handover of 2.5 MTPA non coking coal washery for S. V. Power Limited at Korba.

- Completed renovation work of existing Coarse Coal BATAC® Jig from CCL Sawang washery at Jharkhand.

- Completed renovation of Coarse Coal and Fine Coal BATAC® Jigs from CCL Kedla washery at Jharknand.

- Completed supply of several Screen equipments to various clients like CCL, BCCL & Mahavir Coal Washery.

- Completed supply of Screen equipments to end user at Bosnia.

- Commissioning, Performance Guarantee Tests & handover for 0.6 MTPA Iron ore Beneficiation Plant for MSPL, Hospet, Kamataka.

- Supplied 66 nos. Decanter Centrifuges for different Environmental Projects.

MBE Mineral Technologies, Singapore:

During the year, the Company sold 70% and 90% of its investment in Coal and Mineral Technology GmbH and Cologne Engineering GmbH respectively, both of which were held through its wholly owned subsidiary in Singapore.

While the disinvestment in Coal and Mineral Technology GmbH resulted in substantial profits for the Company reported in its consolidated financials, the decision to dispose of holding in Cologne Engineering GmbH was prompted by lack of visibility in its turnaround from the present financial position.

In terms of the agreement with the buyer of Coal and Mineral Technology GmbH, the proceeds are due within end September 2015 or any other extended date as may be agreed by both the parties.

In accordance with general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. A Statement containing brief financial details of the subsidiary companies is included in the Annual Report in the Chapter containing Consolidated Financial Statements.

Dividend

In absence of profit for the current Financial year (2014-15), the Board of Directors of your Company considered it prudent not to recommend any dividend on Equity Shares for the year under review as a measure of conservation.

The Non Convertible Redeemable Preference Shares of Rs.1007- each issued by the Company is entitled to a fixed Dividend of 11.5% per annum as per the terms of issuance of such Non Convertible Redeemable Preference Shares. Accordingly, the Board of Directors of your Company has recommended a dividend of Rs.11.50 (11.5%) per share on 975,000 Non Convertible Redeemable Preference Shares of Rs.1007- each. In absence of profit for the current year, the same will be adjusted out of the previous year's profit.

The dividend will be tax free in the hands of the shareholders. The register of members and share transfer books will remain closed from September 21, 2015 to September 27, 2015 (both days inclusive).

Share Capital

During the Year ended 31st March, 2015, the Equity Share Capital of the Company has increased to 40593818 shares having a face value of Rs. 10/- each. The 11.5% Non Convertible Redeemable Preference Capital of the Company remains unchanged at 9,75,000 having face value of Rs. 100/-each.

The proceeds of issue of the fresh equity capital of 95,00,000 has been utilised for the purpose it was issued for i.e to enhance the Company's net worth, improve its debt equity ratio and to meet its working capital and other requirements.

Strategic Investment

Your Company has entered into an agreement with EMC Limited ("EMC") and Williamson Magor Group ("Existing Promoters") to enable an additional equity investment of upto Rs. 100 Crores as primary equity capital infusion into your Company. Established in 1953, EMC Limited is a leading service provider in the Indian Power Transmission and Distribution sector. Earlier, MKN Investments, a group company of EMC, had made an equity investment of Rs. 50 crore in March 2015 in the Company and it holds 12.5% stake in the Company.

This above mentioned capital raising of Rs 100 crore by your Company would be done through a preferential allotment of 10 million equity shares to EMC at a price of Rs. 100 per share. After this preferential issue, EMC group (along with MKN Investments) will hold 29.64% of your Company's expanded equity share capital. In addition, as per SEBI guidelines, there will also be an open offer by EMC and Williamson Magor Group for up to 26% of equity share capital of your Company.

Energy Conservation, Technology Absorption and Foreign Exchange Earning and Outgo

The information required pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014, is given as Annexure A to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of requirements of Clause 49 of the Listing Agreement(s) with the Stock Exchange(s), a Management Discussion and Analysis Report is attached as Annexure B forming part of this Report.

Report on Corporate Governance

The Company has adopted the best corporate governance norms and it has been our endeavour to comply and upgrade to the changing norms.

In terms of requirements of Clause 49 of the Listing Agreement(s) with the Stock Exchange(s), a Report on Corporate Governance together with the Auditors' Certificate regarding compliances of conditions of Corporate Governance are attached as Annexure C forming part of this Report.

Corporate Social Responsibility:

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has established a Corporate Social Responsibility (CSR) Committee.

A CSR Policy has been formulated and is available on the website of the Company at http://www.mcnallybharat.com/ investors/pdf/corporate-social-responsibility-policy.pdf. The policy encompasses the Company's philosophy for delineating its responsibility as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large.

The Annual Report on CSR activities containing inter alia, the brief outline of the CSR policy, the CSR initiatives taken, the expenditure on CSR activities, as well as the composition of the CSR Committee forms a part of this Report as Annexure D.

Directors' Responsibility Statement

The Board acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the Listing Agreement with the Stock Exchanges for the year ended 31st March, 2015 and state that:

1) in the preparation of annual accounts, the applicable accounting standards have been followed. There are no material departures from prescribed accounting standards;

2) 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 at the end of the financial year 2014-15 and of profit/Loss of the Company for that period;

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

4) 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; and

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

Directors and Key Managerial Personnel:

The Board with profound grief regret to inform you of the sad and premature demise of Late Mr. Deepak Khaitan, who passed away for his heavenly abode on 9th March 2015.

Late Mr. Deepak Khaitan served the Company as its Executive Chairman since 2011. The Board acknowledges the significant contributions made by Mr. Khaitan for the growth of the Company during his long association with the Company.

Mr. Sudipto Sarkar, who was an Independent Director, submitted his resignation on 6th April, 2015 due to his personal and professional commitments. The Board noted his resignation with regret and recorded its appreciation for the contributions made by Mr. Sarkar during his association with the Company.

During the year, Miss. Nandini Khaitan was appointed as an Additional Director and also as an Independent Woman Director. The Company has received requisite Notice from a Member of the Company along with the deposits in terms of Section 160 of the Companies Act, 2013 proposing the candidature of Miss. Nandini Khaitan for appointment as Director at the forthcoming Annual General Meeting of the Company.

Mr. Aditya Khaitan has been re-designated by the Board as the Chairman of the Company.

The Company being a listed Company is required to have at least one third of the total number of Directors as Independent Directors according to Section 149(4) of the Companies Act, 2013. In the opinion of the Board Mr. A. K. Barman, Mr. V.K. Verma, Mr. S.R Dasgupta, Mr. P.H. Ravikumar are Independent directors in terms of the Listing Agreements and meet the criteria of independence in terms of Section 149 (6) of the Act, should be considered for appointment as Independent Directors of the Company under Section 149, 150 and 152 read with Schedule IV of the Act. Accordingly resolutions will be placed at the ensuing Annual General Meeting (AGM) for their appointment as Independent Directors from the date of the ensuing AGM upto the expiry of five consecutive years or date of the 57th AGM whichever is earlier. After such appointment the said Directors will no longer be liable to retire by rotation during their tenure as Independent Directors.

In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Act, Mr. Aditya Khaitan and Mr. Amritanshu Khaitan will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re appointment.

During the year, the Company had four Key Managerial Personnel, being Late Mr. Deepak Khaitan (Mr. Khaitan passed away on 9th March, 2015 and had acted as the Executive Chairman till such date), Mr. Prabir Ghosh, Whole Time Director & Group CFO, Mr. P. K. Chandra, Whole Time Director & COO and Mr. Sukanta Chattopadhyay, Sr. V.P Commercial & Company Secretary.

Mr. Sukanta Chattopadhyay, Sr. V.P. Commercial & Company Secretary submitted his resignation on 15h June, 2015 due to his personal commitments. The Board noted his resignation with regret and recorded its appreciation for the contributions made by Mr. Chattopadhyay during his association with the Company.

The Independent Directors have submitted their disclosures to the Board that they meet the criteria as stipulated in Section 149(6) of the Companies Act, 2013.

The Board met six times during the year on May 30, 2014, August 14, 2014, November 14, 2014, February 02, 2015, February 14, 2015 and March 30, 2015. The intervening gap between any two Board Meetings was within the period prescribed by the Companies Act, 2013.

During the year under review the Company has formulated a Familiarisation Programme for Independent Directors and the same is disclosed on the website of the Company and can be accessed at http://www.mcnallybharat.com/ investors/pdf/familarisation-programme-for-IDs.pdf.

Board Evaluation

During the year, the Board formulated and adopted a Board Evaluation Framework for evaluating the performance of the Board as a whole, Committees of the Board and the Individual Directors on the Board.

Pursuant to the said Evaluation Framework, the Board evaluated the performance of the Board, its Committees and the Individual Directors for the financial year 2014-15.

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 in its pro growth activity and facing challenging operational and economic adversities during the year. The Board also ensured that the Committees functioned adequately and independently in terms of the requirements of the Companies Act, 2013 and the Listing Agreement 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 agreement 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.

Audit Committee

The Audit Committee of the Board as on 31st March 2015 consisted of Mr. V.K. Verma, Mr. A.K Barman, Mr. U. Parekh and Mr. S.R Dasgupta. Mr. V.K Verma, a Non-Executive Independent Director, is the Chairman of the Audit Committee.

The Company has established a vigil mechanism / whistle blower policy and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also made provisions for adequate safeguards against victimisation of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company. The vigil mechanism / whistle blower policy of the Company has been uploaded on the website of the Company and can be accessed at http://www.mcnallybharat.com/investors/pdf/vigil-policy.pdf.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board as on 31st March 2015 is comprised of Mr. Asim. Kr. Barman, a Non Executive Independent Director as its Chairman and Mr. V.K. Verma , Mr. S.R Dasgupta and Mr. Utsav Parekh, Non Executive Independent Directors as its Members. The Company's Policy relating to appointment of Directors, payment of managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and clause 49 of the Listing Agreement is attached to this report as Annexure E.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

The particulars of loans, guarantee or investment made under Section 186 of the Companies Act, 2013 are furnished in the Notes to the Financial Statements for the year ended March 31,2015.

Particulars of contracts or arrangements made with related parties and related party policy

The particulars of contracts or arrangements made with related parties pursuant to Section 188(1) of the Companies Act, 2013, furnished in Form AOC -2, is attached to this report as Annexure F.

During the year under review the Company has formulated a Related Party Transaction Policy and the same is disclosed on the website of the Company and can be accessed at http://www.mcnallybharat.com/investors/pdf/related-party- transaction-policy.pdf.

Deposit

During the financial year ended March 31, 2015, your Company has not accepted any deposits from the public.

Going Concern Status

No significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operation in the future.

Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

Financial statements (i.e. Balance Sheet, Profit & Loss Statement and Cash-Flow Statement, together with notes) are prepared through the process which has automated as well as manual controls to ensure accuracy of recording all transactions which have taken place during any accounting period, and the resultant financial position at period end. All data pertaining to payroll, purchases, manufacturing, project cost and other financial activities are recorded through ERP systems operating in various sites as well as head office. All data/ transactions entered in systems are checked by various functional personnel on the basis of supporting documents & records, then the accounting entries are checked by accounts personnel, and finally those are validated by managerial personnel.

At periodic intervals, the accounting data are compiled and financial statements are prepared. While preparing the financial statements, it is ensured that all transactions pertaining to the accounting period are recorded. Fixed assets, all significant items of stores and monetary assets are physically verified. Balance confirmations are obtained for all significant items of trade receivables and advances.

After preparation of the financial statements, all items appearing in the statements are analyzed in order to ensure overall reasonableness.

The Company has adopted policies and procedures including Internal Audit system for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Annual Return

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached to this Report as Annexure G.

Statutory Auditors

M/s Lovelock and Lewes, Chartered Accountants (FRN: 301056E), the Statutory Auditors of the Company hold office till the conclusion of the Annual General Meeting for the year ended March 31,2017, under the provisions of Section 139(2) of the Companies Act, 2013, subject to the ratification of the Members of the Company. Accordingly, the ratification of their appointment as the Statutory Auditors of the Company is being placed before the Members at the Annual General Meeting.

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

Secretarial Audit

In terms of the requirements of Section 204 of the Companies Act, 2013 the Secretarial Audit of the Company for the year ended March 31, 2015, was conducted by M/S A. K. Labh & Co., Company Secretaries. The Secretarial Auditors' Report is attached to this Report as Annexure H and forms part of the Directors' Report. Clarifications regarding the matter of emphasis of the report of the Secretarial Auditor are as under:

1. Due to severe cash crunch there were some lapses in depositing the contributions towards Provident Fund and the Employee State Insurance with the prescribed authorities. However, the Company is taking best possible measures to regularise the same.

2. The Company has taken the requisite approval from its shareholders through a special resolution at the Extra Ordinary General Meeting of the members of the Company held on July 30, 2015 and has applied to the Ministry of Corporate Affairs for waiver of the excess payment of remuneration to its managerial personnel during the financial year 2014-15.

3. The Company has Chief Financial Officer (CFO) in terms of Section 203 of the Companies Act, 2013 and the Company is in the process of filing the requisite form (DIR- 12) with the Office of the Registrar of Companies for such appointment.

Cost Auditor

M/s A Bhattacharya & Associates, Cost Auditors has been appointed as Cost Auditors for conducting the audit of cost records of the Company for the Financial Year 2014-15.

Auditors' Report

The Board has duly examined the Statutory Auditors' Report to the accounts and clarifications regarding the qualified opinion of the Statutory Auditors are as under and the same have also been included in the Notes to the Accounts section of the Annual Report:

Standalone Financial Statement

During the previous financial year, the Company paid a sum of Rs. 5.60 Crores towards managerial remuneration to its Executive Chairman and two Whole Time Directors, out of which a sum of Rs. 3.79 crores was in excess of the maximum permissible limit under The Companies Act, 2013 read with Schedule V of the said Act. However, the Company has taken necessary approval from its shareholder through a special resolution at the Extra Ordinary General Meeting held on July 30, 2015 and has applied to the Central Government waiver of such excess payment of remuneration to its managerial personnel.

Consolidated Financial Statement

The Company on 24th March 2015 disposed 70% of its investment in one of its step-down subsidiaries in Germany for EURO 14 mio. As per the amended agreement with the buyer, the sales consideration is to be received on or before 30th September 2015 or any other extended date as may be agreed by both the parties.

Management feels the sales consideration will be received within the due date in relation to which the Auditor has expressed qualified opinion/ reservation in their Report.

Risk Management Policy

Your Company has a robust Risk Management Policy. The Management of your Company regularly monitors the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. However, none of the identified risks, in the opinion of the Board, are threatening to the existence of the Company.

Insurance

The assets of the Company including building, shed, plant & machinery, etc. are adequately insured.

Occupational Health & Safety

In line with your Company objectives, the Occupational Health & Safety (OH&S) Management System has been integrated & tuned up with the production/construction process with an eye on continual improvement. Your Company has revised the OH&S Policy in July 2013 and laid down a norm to establish the OH&S MANAGEMENT SYSTEM, which has subsequently been certified as per BS OHSAS 18001:2007 standard in October 2013. The OH&S system and norms have been accorded international recognition and are compatible with international standards.

As a part of the OH&S Management System, there are periodic audits, training and inspections to ensure health & safety compliance at all the sites. The Company has a system of 'Daily OH&S Message' for all the email users of the Company, which gives update about recent OH&S requirement. There is an intranet webpage (MBE-Bridge) for OH&S, which contains 'Procedure', 'Formats', copy of 'Certificates' and 'Training' model etc.

In 2014 MBECL as a whole achieved 'No Fatality' records, which shows a sustainable improvement in Occupational Health & Safety. Apart from that there are many satisfied customers, who issued 'Merit Certificate' for excellent safety performance in their project sites this year (such as BPCL- Kochi Refinery, NTPC Mauda, ACC Expansion Project Jamul, WBPDCL for Sagardighi Thermal Power-CHP#2 and Tata Projects - Kalinganagar etc.). This year the Company achieved National Safety Council Award for TPL-Kalinganagar site and in recent past the Company was awarded international recognitions like RoSPA Awards etc.

Particulars Of Employees

The ratio of the remuneration of each Director to the median employee's remuneration and other particulars or details of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure I.

Cautionary Statement

Certain statements in the Directors' Report describing the Company's operations, objectives, projections and expectations regarding future performance may constitute 'forward looking statements 'with the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied, depending on the economic conditions, Government policies and other incidental factors and developments.

Acknowledgement

The Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work, active involvement and devoted services rendered. The Directors would also like to thank all the stakeholders, investors including Bankers and other business associates, who have extended their valuable support and encouragement.

This has, understandably, been critical for the Company's success. The Directors look forward to their continued support and understanding in the years to come.

For and On behalf of the Board of Directors

Prasanta Kumar Chandra Prabir Ghosh

Kolkata, August 13, 2015 Whole Time Director & COO Whole Time Director & Group CFO


Mar 31, 2014

Dear Members,

The Directors take great pleasure in presenting the Fifty First Annual Report together with audited statement of accounts for the year ended March 31, 2014.

Highlights

The key highlights of the operations for the financial year 2013-14 over the previous year are (based on standalone only in all cases):

Total Income reduced marginally by 1.7%, but, earnings before Finance Cost, Depreciation & Amortization and Tax increased by 4.5%.

Financial Results

The Financial performance of the Company for the year ended March 31, 2014 is summarized below:

Rs. in Lacs

Particulars Standalone Standalone year ending year ending March 31, 2014 March 31, 2013

Sales (net of excise) and other income 215,551 219,056

Profit before Finance Cost, Depreciation & Amortisation and Tax 17,797 17,023

Less: Finance cost 15,124 10,003

Earnings before Depreciation & Amortisation and Tax 2,673 7,020

Less: Depreciation & Amortisation 1,910 1,358

Profit before Tax and before provision for onerous contract 763 5,662

Provision for onerous contracts 7,500 --

Profit before Tax but after provision for onerous contract (6,737) 5,662

Less: Provision for Taxation (including Deferred Tax) 512 1,799

Profit after tax and after provision for onerous contract (7,249) 3,863

Profit after Tax (7,249) 3,863

Amount brought forward from previous year 23,088 19,693

Profit available for Appropriations 15,839 23,556

Proposed for Dividend on equity shares for the year - 311

Dividend Distribution Tax on Proposed Dividend on Equity shares - 53

Transfer to General Reserve - 97

Proposed for Dividend on preference shares for the year 109 6

Dividend Distribution Tax on Proposed Dividend on preference shares 18 1

Balance at the end of the year 15,712 23,088

Business Performance

Your Directors are pleased to report that inspite of being the most challenging year in the last decade, 2013-14 has turned out to be yet another satisfactory year with respect to the order intake, when your Company could book fresh order of Rs. 3,980 Cr. However, the turnover reduced marginally to Rs. 2,155 Cr. compared to last year''s turnover of Rs. 2,190 Cr. This has been primarily due to the working capital shortage and credit crunch faced by many of our Clients resulting in further increase in our borrowings and higher interest charges.

Order Book

Your Company has an order book of around Rs. 6,537 crores as on March 31, 2014.

Some of the significant orders bagged during the year are mentioned below, which are currently under execution:

- BOP (2*600 MW) package for Singareni Thermal Power Project.

- Main plant civil works and chimney & chimney elevator package for DVC Ragunathpur.

- Inpit conveying system for SECL-Gevra.

- Construction of R & R colony for NTPC Pakri Barwadih atBarkagaon,HazaribaghforNBCC

- Supply, installation, commissioning & testing under CHP package for NTPC Vindhyachal super power thermal project stage v.

- Civil works & underground piping works for DHDT & VGO- HDT Unit for IREP of BPCL Kochi Refinery.

- Civil works & underground piping works of existing refinery area for IREP of BPCL Kochi Refinery.

- Civil, Structural & underground piping works of Sulphur Recovery units (SRU) for IREP of BPCL Kochi Refinery.

- Operation & maintenance of coal handling plant with all the sub system/auxilliaries of 6*600MW KSK Mahanadi Power Company Ltd.,

- Design, Engineering, Supply, Testing & Commissioning of Ash Water Recirculation Package for NTPC, Kudgi.

- Dry fly ash conveying & transportation system package for NTPC Farrakka stage-l(3*200 MW) & stage-ll (2*500 MW)

- Construction of 3 super speciality hospitals under BRGF at Debra and Salboni in Paschim Medinipur and at Nandigram in Purba Medinipur.

- Construction of residential accommodation at Udhampur, DGMAP

Project Execution

During the year a number of projects were at various stages of execution. Some of the major projects which were completed during the year:

- Balance of Plant for MPPGCL, Satpura Unit 11 (250 MW)

- Sinter Plant at Vizag for RINL

- Coke Oven By-Product Plant of IISCO

- New Coal Handling Plant Package 091 of RSP

- Inter Plant Package 092 of RSP

- Blast Furnace (BF-5) Stock House for TPL, RSP

- 35 TPH GAP for Mahan Aluminium Project, Hindalco

- 52 TPH GAP for Aditya Aluminium Project, Hindalco

- HDPS GAP for Mahan Aluminium Project, Hindalco

- HDPS for Aditya Aluminium Project, Hindalco

- Clubbed Water System Package, CCPP: OTPC

- Coal Handling Plant for 1X500MW BELLARY TPS.

- Evaporation Plant Package for Aluminium Refinery, UAIL

Activity Highlights

During the year, a number of significant, complex and large value projects were commissioned including Balance of Plant (BOP) projects viz.,Vizag Sinter Plant (SP-III), IISCO Coke Oven By-product plant, Coke Handling and Inter-plant packages for SAIL, Rourkela etc.

The new initiative taken by your Company in the last year in marketing activities have started yielding results and your Company has been able to book fresh orders of approx. Rs. 4,000 Cr. in various sectors this year, which is a record in the Company''s history. Your Company made an inroad into Petrochemical refineries last year and have further been able to enter into this sector by booking three prestigious projects from Bharat Petroleum for their Kochi Refinery.

Your Company has been consistently putting efforts towards improvement in Quality and Occupational Health and Safety Standards. MBECL already has ISO 9001-2008 and ISO 14001-2004 Certifications. Our Laboratory is certified by NABL for non-destructive testing. We are also pleased to inform that our OH&S Management System (OHSMS) has been certified this year by BS OHSAS 18001:2007. Our quality and safety standards maintained by us during execution of 9,000 TPD Cement Plant project at Jamul for ACC under HOLCIM Standard and BPCL Refinery at Mahul have been highly appreciated.

For the second successive year, we have received prestigious Safety Awards from the Royal Society for Prevention of Accidents (RoSPA), UK. The awards are RoSPA International Silver awards for our BOP Satpura Project and Sagardighi Thermal Power Plant CHP for best safety performance on Occupational Health & Safety 2014. Furthermore, we have received a number of Domestic Customer Safety Awards for Bongaigaon CHP & AHP from NTPC, TPL Kalinganagar from TATA Power Ltd., GAP Lapanga from HINDALCO, Mauda Water from NTPC, BPCL Mahul from BPCL/EIL, O&M - Adani Power from Adani etc. for our excellent safety performances.

Subsidiaries

- McNally Sayaji Engineering Ltd. (MSEL)

Orders received

- Nava Bharat Projects Ltd - Roll Crusher, Vibrating Screen for Zambia Project-Rs 53.00 lacs

- Protech Associates - Vibrating Grizzly feeder, Roll crusher & Screen for Lusaka, Zambia Project - Rs 48.00 lacs

- Protech Associates - 2 Stage Mobile Plant for Lusaka, Zambia Project-Rs 230.00 Lacs

- Ashoka Gears - Reciprocating Feeder and Impactor (for Cosmos Nepal project)-Rs 50.00 lacs

- Hyquip systems - HPA and Impactors - Rs 115.00 lacs

- Saifco cements - Smooth double Roll crusher, Impactor & Reciprocating Feeder- Rs 70.50 lacs

- Triveni Real Estate - Vibrating Screens, reciprocating Feeder, Jaw Crusher & Smooth double roll crusher- Rs 73.00 lacs

- Bhushan Power & Steel Ltd - Hammer Mills, Toothed double roll crushers, Smooth double roll crushers - Rs 940.00 lacs

- Nova Iron & Steel Ltd - Vibrating Screens & Toothed Double Roll Crushers-Rs 90.00 lacs

- Ramco cements - Vibrating Screens - Rs 89.00 lacs

- Sri Girija Alloys - Impactor, Vibrating Screen & HPA - Rs 52.50 lacs

- Isgec Heavy Engg - Vibrating Screen, Impactor, hammer Mill for Honduras Project - Rs 117.00 lacs

- Bhushan Power & Steel - Smooth Double Roll crusher - Rs 57.00 lacs

- Ashoka Gears -Apron feeder & Impactor - Rs 93.00 lacs

- Direct orders from Metso Power ( Presently known as Valmet) for the first time, of Basic Value Rs 500 lakhs for Evaporators .

- Metso Power,approved us as their Global Supplier.

- Direct orders from Danieli for the first time, of Basic Value Rs 400 lakhs for Steel Plant Equipment.

Major Billing in 2013-14

- Nava Bharat Projects Ltd - Roll Crusher, Vibrating Screen for Zambia Project-Rs 53.00 lacs

- EPIL Ltd ( BSP Project)- Hammer Mills, Smooth & Toothed Double Roll Crushers-Rs 889 lacs

- Protech Associates - Vibrating Grizzly feeder, Roll crusher & Screen for Lusaka, Zambia Project - Rs 48.00 lacs

- Protech Associates - 2 Stage Mobile Plant for Lusaka, Zambia Project-Rs 230.00 lacs

- Ashoka Gears - Reciprocating Feeder and Impactor for Cosmos Nepal project-Rs 50.00 lacs

- Hyquip systems - HPAand Impactors - Rs 115.00 lacs

- Saifco cements - Smooth double Roll crusher, Impactor & Reciprocating Feeder- Rs 70.50 lacs

- Triveni Real Estate - Vibrating Screens, reciprocating Feeder, Jaw Crusher & Smooth double roll crusher- Rs 73.00 lacs

- Bhushan Power & Steel Ltd - Hammer Mills, Toothed double roll crushers, - Rs 325.00 lacs

- Nova Iron & Steel Ltd - Vibrating Screens & Toothed Double Roll Crushers-Rs 90.00 lacs.

- Ramco cements - Vibrating Screens - Rs 89.00 lacs

- Sri Girija Alloys - Impactor, Vibrating Screen - Rs 37.00 lacs

- Ball Mills from SHRI JAGANNATH STEEL & POWER LTD., SHRI MAHAVIR FERRO ALLOY, SUPER SMELTER LTD. & NAVODAYA - DHARNI, SALGAOCAR

- Rod Mills from L & T - TSL Kalinganagar.

- Chain Mills from IFFCO.

- Hammer Mill & Screens from BCCL, B.C. MOHANTY, HINDUSTAN ZINC LIMITED, MONNET ISPAT ENERGY

LTD.

- Scrubbers from NAVODYA- DHARNI & SUPER SMELTER LTD.

- Hammer Mills, Double Roll crushers (toothed ) from BHUSHAN POWER & STEEL LTD.

- Feeder from HINDUSTAN ZINC LIMTED

- Vibrating Screen from L & T - CHHABRA project

- Roller Screen from EPIL.

- HPA Screen (Flip Flow) from MBE - CMT

- Slide Shoe as a Job Work From HWIL

- Rotor Assy From Dalmia Cement.

- Major Over Hauling Jobs: HP/LP Feeder, From HPCL

- Coal Crushers & Screens From Singrani TPP,A/C:MBE

- Clinker Grinder, Paddle Mixtures & Silo From NTPC- Mouda,A/C:MBE

- Stacker Reclaimers for SINGRANI,A/C:MBE.

MBE Coal & Mineral Technology India Ltd.

Some of the major orders received during the year 2013 - 14:

- Design, Engineering, Supply, Supervision of Erection & Commissioning of 3.0 MTPA Screening & Crushing Plant for Bhushan Power & Steel at Jharsuguda Orissa.

- Design, Engineering, Supply, Supervision of Erection & Commissioning of 2.4 MTPA Non coking Coal Washery for Bhushan Power & Steel at Jharsuguda Orissa.

- Design, Engineering, Supply, Supervision of Erection & Commissioning of 1.2 MTPA Char Beneficiation Plant for Bhushan Power & Steel at Jharsuguda Orissa.

- Design, Engineering & Project Management of 1.6 MTPA Coking Coal Beneficiation Plant from Aryan Coal Beneficiation for BCCL at Dahibari, Jharkhand.

- Received orders for 83 Nos of Decanter Centrifuges for different Environmental Projects

- Some of the major projects / orders completed during the year2013-14:

- Design, Engineering & Supply for all equipment to Trade Serve International Pvt. Ltd. for its 1.0 MTPA Coal Washery in Pakistan.

- Design, Engineering, Supply, Supervision of Erection & commissioning for 1.2 MTPA Iron ore Beneficiation Plant for Janki Corporation Ltd. Bellary, Karnataka

- Renovated both Coarse & Fine Coal Batac Jigs at Rajrappa Coal washery, Ramgarh for CCL

- Performance Guarantee Tests under progress for 0.6 MTPA Iron ore Beneficiation Plant for MSPL, Hospet, Karnataka

- Supplied 86 Nos Decanter Centrifuges for different Environmental Projects.

Overseas Companies under MBE''s 100% subsidiary, MBE Mineral Technologies Pte Limited (MBEMT) have performed satisfactorily during the year in spite of prevailing slow down in the international metal market and economic crisis in Europe. The Coal & Mineral Technology business has good order backlog and looking for a major growth in 2014-15. As part of Corporate consolidation, in Jan''14 MBEMT has sold its entire shareholding of 41.66% in Hayward Tyler Group Pic, U.K. in a bidding process at AIM counter of London Stock Exchange at a total value of GBP 12.3 million. The inflow from the transaction reduced borrowing at the consolidated level by approximately Rs. 140 crores and has reduced the contingent liability for Corporate Guarantee given for the loans being paid back to the extent of Rs. 130 crores.

In April 2014, MBE Mineral Technology Pte Ltd has sold 90% of its holding in its manufacturing subsidiary, MBE Cologne Engineering GmbH at a consideration of Euro 1.5 million. The entire investment has been reinstated at Euro 1 as part of an impairment exercise done in the last Financial year 2012-13 by MBE Mineral Technology Pte Ltd . This shall also reduce the overseas borrowing of EURO 4 Million at considerate level in the financial year 2014-15.

McNally Bharat (SA) Proprietary Limited, a 100% subsidiary of MBE is in operation and has already secured an order of 367 Mio Rand ( Equivalent INR 205 Crores approx) in South Africa and also in negotiation for some more order in African region. Your Directors are expecting a good margin out of this order.

In accordance with general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. A Statement containing brief financial details of the subsidiary companies is included in the Annual Report in the Chapter containing Consolidated Financial Statements.

Dividend

In absence of profit for the current Financial year (2013-14), the Board of Directors of your Company considered it prudent not to recommend any dividend on Equity Shares for the year under review as a measure of conservation.

The Non convertible Redeemable Preference Shares of Rs.1007- each issued by the Company is entitled to a fixed Dividend of 11.5% per annum as per the terms of issuance of such Non convertible Redeemable Preference Shares. Accordingly, the Board of Directors of your Company has recommended a dividend of Rs.11.50 (11.50%) per share on 975,000 Non convertible Redeemable Preference Shares of Rs.1007- each. In absence of profit for the current year, the same will be adjusted out of the previous year''s profit.

The dividend will be tax free in the hands of the shareholders. The register of members and share transfer books will remain closed from July 21, 2014 to July 29, 2014 (both days inclusive).

Insurance

The assets of the Company including building, shed, plant & machinery, etc. are adequately insured.

Occupational Health & Safety

In line with our Company objectives, our Occupational Health & Safety (OH&S) Management System has been integrated & tuned up with the production/constructionprocess with an eye on continual improvement.. We have revised the OH&S Policy in July 2013 and laid down a norm to establish our OH&S Management System, which has subsequently been certified as per BS OHSAS 18001:2007 standard in October 2013. Our OH&S system and norms have been accorded international recognition and are compatible with international standards..

As a part of the OH&S Management System there are periodic audits, training and inspections to ensure health & safety compliance at all our sites. We have a system of ''Daily OH&S Message'' for all companies email users, which gives them update about recent OH&S requirement. There is intranet webpage (MBE-Bridge) for OH&S, which contains ''Procedure'', ''Formats'', copy of ''Certificates'' and ''Training'' model etc.

In 2013 more than 55 sites achieved LTI free records which shows the improvement in OH&S. Apart from that there are many satisfied customers, who issued ''Merit Certificate'' for our excellent safety performance in their project sites. In recent past we got many national and international recognitions for our excellent performance on health & safety.

Directors

Mr. Virendra Kumar Verma, Mr. Subir Ranjan Dasgupta and Mr. Asim Kumar Barman retire by rotation and, being eligible, offer themselves for reappointment.

Auditors

The Statutory Auditors of the Company M/s. Lovelock & Lewes, Chartered Accountants, will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if reappointed. The Audit Committee and the Board of Directors recommended M/s. Lovelock & Lewes, as Statutory Auditors of the Company to hold office from the conclusion of the Annual General Meeting of the Members'' of the Company for the year ended March 31, 2014, until the conclusion of the Annual General meeting of the Members'' of the Company to be held for the year ended March 31,2017, for shareholders approval.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company has obtained a written Certificate from the above Auditors proposed to be re- appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

The Ministry of Corporate Affairs, Government of India, by an order directed the audit of the Cost Accounts of the Company under section 209(1 )(d) of the Companies Act, 1956, in respect of Construction of industrial and non-industrial plants, structures and facilities. In terms of the said order, a compliance report, pursuant to Sections 209(1 )(d), 600(3)(b) of the Companies Act, 1956, and the relevant Cost Accounting Records Rules, 2011, has been filed.

Auditors''Report

The Board has duly examined the Statutory Auditors'' Report to the accounts and clarifications, wherever necessary, have been included in the Notes to the Accounts section of the Annual Report.

Fixed Deposit

The Company hasn''t accepted any deposit from the public during the year, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 1975.

Share Capital

During the year, the paid-up share capital of the Company has increased to Rs. 408,438,180 by issue of 150,000 nos. of 11.50% Non-convertible Redeemable Preference Shares of Rs. 100/- each. The paid-up Equity share capital of the company remains unchanged at 31,093,818 shares having a face value of Rs. 10/-each.

The proceeds of the issue of the said 11.50% Non-convertible Redeemable Preference Shares has been utilized to enhance the Company''s net worth, improve its debt-equity ratio and to meet its working capital and other requirements.

Corporate Governance

The Company has adopted the best corporate governance norms and it has been our endeavour to comply and upgrade to the changing norms.

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliances of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of the annual report.

In terms of sub-clause (v) of the Clause 49 of the Listing Agreement, a certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of this Report.

Corporate Social Responsibility - "PRAYASH" 2013-14

A new face of MBE CSR is Prayash. The Company, over the past one year, has been closely working with Child In Need Institute to support the education of the under privileged children in a slum area is situated in a very backward region of Tiljala -Topsia in Kolkata under Ward-66 of KMC. In this MBE supported centre, learning & various extracurricular activities for the school children (7 years - 12 years) are conducted on a day to day basis by CINI appointed teachers & ground level volunteers.

Currently there are twenty-five children in the coaching centre. Beside the learning activities of the children, the counselling of the parents is also initiated, so as to make them realize that the need for education for their children is much greater than the meagre income that those young children get working in tanneries and other sweat shops in the neighbouring area

Our approach is focused to support education for the Under Privileged Children. In this project MBE & CINI are working together to ensure that the students continue with their formal education process. Beside the formal classes,the young students are also made to involve and engage themselves in celebrations of various festival days of national importance. They are also taken out for education-cum recreational visits so that there is a holistic development of their young mind.

A young motivated and committed group of employees of MBE from MBE - PRAYASH team have been enthusiastically partnering with CINI during 2013-14 in achieving the following activities:

Activities done in last 1 year (2013-2014)

- The community based volunteers who reach the children directly received trainings on academic issues as well as on record keeping, community mobilization and classroom management

- Training of all the girl children in the centre were held on 24th and 25th July''13. The issues were life skill education, early marriage, child trafficking, stress management, decision making, menstrual health - myth and misconception, ICDS service- Kishori Shakti Yojana (KSY) and referral services available in the area by the resource persons from various fields like education, health and protection.

- The children of this centre observed the World Environment Week from 5th June to 12th June 2013. They took the initiative of cleaning their centre premises as well as its surroundings with the help of the coaching volunteer and also decorated their centre with low cost and no cost materials. They participated in the drawing competition in the coaching centre and planted many saplings in the earthen pots. The supervisor and volunteer gave the inputs on the importance world environment day throughout the week. The best pictures from the children have been put up on the wall for display.

- On 8th of June, 2013 the CSR team of McNally visited the coaching centre. They interacted with the children regarding their studies, hobbies and about the centre. The children were very much inspired by their words. On 24th August 2013 the CSR team again visited the coaching centre. The children initially greeted them and performed some role plays, recited poems, told stories etc.

- On 21st December, 2013 the children of this centre participated in the programme "Right to Play" where the children participated in many forgotten and obsolete games from our city. The main focus of the programme was to revive those games in our city and to inculcate a sense of team work among them. The children enjoyed it very much.

- Apart from education, the children also had karate and dance classes in the centre.

- Awareness cum cultural programme was taken place in the community with 25 children of MBE Coaching centre along with other children from the community.

- Exposure visit to Science City has been organized for the children of this coaching centre on 15th January 2014.

- Health Check up camp was organized on 28th February, 2014 for the children of this coaching centre along with other children of Tarun Tirtho Primary School where the MBE supported centre runs.

- The volunteers of this coaching centre received the training on Child Entitlement Card (basic entitlements of children on Education, Protection, Health and Nutrition) by our organizational staff on 12th and 13th March.

- Creativity workshop was organized with 25 children of this centre on 24th March where the children made some handicraft items like jute bags, flower vase and key rings with assistance of an efficient outside resource person.

Beside this, MBE team participated to support the city''s spirit of caring, the biggest MARATHON CAMPAIGN organized by TATA MEDICAL CENTRE.

Particulars of Employees

Information pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. Any Member interested may obtain a copy of the statement from the Company.

Energy Conservation, Technology Absorption And Foreign Exchange Earning And Outgo

The details as prescribed under Sub-section (1 )(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure A to the Directors'' Report.

Directors'' Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors confirm as under:

1) In the preparation of annual accounts, the applicable accounting standards have been followed. There are no material departures from prescribed accounting standards;

2) We 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 at the end of the financial year 2013-14 and of profit of the Company for that period;

3) We 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; and

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

Cautionary Statement

Certain statements in the Directors'' Report describing the Company''s operations, objectives, projections and expectations regarding future performance may constitute ''forward looking statements''with the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied, depending on the economic conditions, Government policies and other incidental factors and developments.

Acknowledgement

The Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work, active involvement and devoted services rendered. The Directors would also like to thank all the stakeholders, investors including Bankers and other business associates, who have extended their valuable support and encouragement.

This has, understandably, been critical for the Company''s success. The Directors look forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Prasanta Kumar Chandra Prabir Ghosh

Kolkata, May 30, 2014 Whole Time Director & COO Whole Time Director & Group CFO


Mar 31, 2013

The Directors take great pleasure in presenting the Fiftieth Annual Report together with audited statement of accounts for the year ended March 31, 2013.

Highlights

The key highlights of the operations for the financial year 2012-13 over the previous year are (based on standalone accounts only in all cases):

Total Income Increased by 4.75%

Earnings before Finance Cost, Depreciation & Amortization and Tax increased by 12.09%

Financial Results

The Financial performance of the Company for the year ended March 31, 2013 is summarized below:

Rs. in Lakhs

PARTICULARS Standalone year ending Standalone year ending March 31, 2013 March 31, 2012

Sales (Net of Excise) and other income 219,056 209,126

Profit before Finance Cost, Depreciation & 17,023 15,187 Amortization and Tax

Less: Finance Cost 10,003 6,281

Earnings before Depreciation & Amortization and Tax 7,020 8,906

Less: Depreciations Amortization 1,358 1,053

Profit before Tax 5,662 7,853

Less: Provision for Taxation (including Deferred Tax) 1,799 1,289

Profit after Tax 3,863 6,564

Amount brought forward from previous year 19,693 13,635

Profit available for Appropriations 23,556 20,199

Proposed for Dividend on equity shares for the year 311 311

Dividend Distribution Tax on Proposed Dividend 53 30 on Equity Shares

Transfer to General Reserve 97 165

Proposed Dividend on preference shares for the year 6 --

Dividend Distribution Tax on Proposed Dividend 1 -- on Preference Shares

Balance at the end of the year 23,088 19,693

Business Performance

Your Directors are pleased to report that 2012-13 turned out to be yet another satisfactory year during which your company achieved its highest ever turnover of Rs 2,190 crores as against Rs 2,091 crores during the previous year.

However, due to credit crunch faced by our clients across all sectors, collections and working capital management was a challenge, resulting in increased borrowings and higher interest charges.

Order Book

Your Company has an order backlog of around Rs. 4,707 crores as on March 31, 2013.

Some of the significant orders bagged during the year are mentioned below, which are currently under execution:

- Construction of a 9000 TPD Integrated Cement Plant in technical collaboration with KHD Humboldt Wedag for Holcim Group at their ACC Jamul plant.

- Fluorspar Concentrator plant for Sephaku Fluoride Ltd, South Africa (LOI received)

- Coal Handling Plant for Sagardighi TPP units 3 & 4 (2 X 500 MW) for West Bengal Power Development Corporation Ltd.

- Ash Handling & Ash water recirculation system for NTPC atMoudaSTPP(2X660MW)

- Civil & Structural works for BPCL refinery

- Paste Fill Plant for Hindustan Zinc Ltd

- External water system for Mills & Fire Water Pump houses in Bhilai Steel Plant

- Civil works for 3 X 67.5 MW gas based thermal power plant for IEL, Kalinganagar. Client Tata Power

- Civil works for Barauni TPP. Client BHEL

- Construction of 3 metro stations at Behala Bazar, Taratala & Majerhat for Kolkata Metro. Client Gammon.

- Coal handling & Ash handling plant for 2 X 250 MW Barauni TPP. Client BHEL

- Water supply package for Barauni TPP Ph I (2 X 110 MW)&PhaseM(2X250MW)

- Construction of schools, hostels & quarters in Bankura & Purulia districts. Client HRBC

Project Execution

During the year a number of projects were at various stages of execution. Some of the major projects which were commissioned during the year:

- Balance of Plant for Ideal Energy (1X 270 MW)

- Balance of Plant for MPPGCL, Satpura Unit 10 (250 MW)

- Coal handling Plant for Ukai TPP (500 MW). Client Gujarat State Electricity Corpn

- Ash Handling Plant for Essar Power Gujarat Ltd, Salaya (2X660 MW)

- Tailing Hydro Fill plant for SK Mines, Hindusthan Zinc Ltd.

- 300 Ton Goliath crane for Mazagaon Docks Ltd, Mumbai

- 250 Ton Goliath crane for Garden Reach Shipbuilders & Engineers Ltd, Kolkata

- 3 Nos Level Luffing cranes for Goa Shipyard

- 2 Nos Stacker cum Reclaimers for ESSAR, Salaya Power

- 2 Nos Wagon Tippler with side arm charger for Sterlite Industry, Jharsuguda

- 1 No Stacker & 1 No Reclaimer for Essar Steel, Paradip and 1 No Stacker cum Reclaimerfor Essar Power, Mahan

Activity Highlights

During the year a number of significant projects were commissioned, which vindicates MBE''s capability to execute large value projects. Two Balance of Plant (BOP) projects were completed for Ideal Energy, Nagpur & MPPGCL, Satpura. The 300 ton Goliath crane for Mazagaon Docks & the 250 ton Goliath crane for GRSE were commissioned. MBE is the only company who have supplied all the Shipyard cranes in India.

Your company has been consolidating its presence in key markets by setting up offices in India & abroad. With these steps we expect a greater thrust on our marketing activities in new markets & territories, which will reflect in higher sales growth in the future. Simultaneously, your company has been reorganising the Project Divisions to focus on new business areas. Two new Strategic Business Units were formed : Cement and Chemicals & Fertilisers. Senior professionals have been hired from Industry to strengthen Marketing & Business Units.

Quality in project delivery is of utmost priority for your company. MBE has ISO 9001-2008 & ISO 14001-2004 certification. Our laboratory is certified by NABL for non- destructive testing.

Your company is committed to implement the highest standards of Occupational Health & Safety standards at all Project sites.

We have received this year two prestigious safety awards from the Royal Society for prevention of accidents, based in UK.

- Silver Award for Occupational Health & Safety for IISCO project site (Raw Material Handling, By Products Recovery and Water packages)

- Silver Award for Occupational Health & Safety for Rourkela Steel Plant Project site (Stock House, New CHP and Inter plant Transportation packages)

Apart from this, your company has received a number of Safety awards at various project sites like GAP Lapanga, NALCOetc.

Subsidiaries

McNally Sayaji Engineering Ltd. (MSEL)

Some of the major orders received, which were executed during the year:

- Ball Mills from STEMCOR, Janaki Corpn., Rashi Strips, Furance Fabrica, HDO, Bhavnagar.

- Rod Mills from EPIL, TECPRO

- Chain Mills from IFFCO

- Hammer Mill & Screens from BCCL

- Scrubbers from Usha Martin & Jaiswal NECO

- Hammer Mills, Double Roll crushers (toothed & smooth) from EPIL

- Hammer Mill, Impactor, Jaw Crusher for ACC Jamul project

- 3 stage mobile crushing & screening plant from MBE

- 2 stage mobile crushing plant from Suryodaya Infra Projects

- 2 stage mobile crushing plant from Essel Mining

- Double Roll Crushers, Vibrating Feeders, Chutes & Hoppers from Archean Chemicals

- Bucket wheel excavator for Neyveli Lignite

- Stacker Reclaimers for NMDC, Sagardighi & BGR Energy

- Steel Plant equipment for SMS Meer a/c Bhilai Steel Plant

- Steel Plant equipment for Siemens a/c Bhilai Steel plant

- Equipment for By Products recovery plant from MBE a/c Bhilai Steel plant

- Skid mounted crusher plant from HINDALCO

- Thickners from W Minerals, Usha Martin, Bhushan Steel, Godavari Power & Ispat

Production at the new plant at Savli in Vadodara is now in full swing.

The manufacturing units have ISO 9001-2008 certification. In addition, the Asansol factory has IBR certification for manufacture of boilers & heat exchangers. The laboratory at Kumardhubi is certified by NABL for mechanical testing. The Kumardhubi unit has also obtained ISO 14001 - 2004 certification

During the year, the R&D department had successfully developed several models of the slurry pump upto 10 inch inlet diameter.

MBE Coal & Mineral Technology India Ltd.

Some of the major orders received and projects commissioned during the year:

- Renovation of coarse & fine coal Batac Jigs from CCL for Rajrappa Coal washery, Ramgarh .

- O&M for 3 years for a 425 TPH Heavy Media Coal washery at Meramandali for Bhushan Steel Ltd.

- Orders received for 90 Nos Decanter Centrifuges for Environmental projects

- Commissioned the 425 TPH Heavy Media coal washery at Meramandali for Bhushan Steel Ltd

- 100 TPH Iron ore jigging plant is under commissioning forMSPLinHospet

- Last consignment of equipment under despatch for 150 TPH Coal washery at Karachi.

Overseas Subsidiaries

All the overseas subsidiary companies under MBE Mineral Technologies Pte Ltd, Singapore, excepting the manufacturing unit in Cologne, have performed reasonably well in spite of global slowdown, currency fluctuations and crisis in Europe. The manufacturing subsidiary in Cologne, has recorded loss due to low business volume from its main customer, for whom it works as outsourcing partner. During the year the company also implemented major downsizing exercise and reduced about 40 workmen. The cost of such reduction also impacted the Profit & Loss. As a result the company had major erosion in its net worth. As per prudent accounting principle, impairment loss of Rs. 34.5 crore have been recognized in its parent company, MBE Mineral Technologies Pte Ltd, Singapore, which is our 100% subsidiary. This has resulted in a negative impact of equivalent amount in the consolidated Profit and Loss Account of your Company.

Subsidiaries

In accordance with general circular issued by the Ministry of Corporate Affairs, Government of India/the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. A Statement containing brief financial details of the subsidiary companies is included in the Annual Report in the Chapter containing Consolidated Financial Statements.

Dividend

In view of the Company''s performance, the Board of Directors of your Company is pleased to recommend a dividend of Re. 1.00 (10 %) per equity share of Rs.10/- each (compared to 2011-12 Re. 1.00 per equity share of Rs. 10/- each).

The dividend will be tax free in the hands of the shareholders. The register of members and share transfer books will remain closed from September 20, 2013 to September 27, 2013 (both days inclusive).

The Non-convertible Redeemable Preference Shares allotted during the financial year are entitled to a fixed dividend of 115% per annum Accordingly, the Directors have recommended, for approval of the members, a dividend of Rs. 11.50 (11.50%) per Share on 825,000 Non-convertible Redeemable Preference Shares of Rs. 100 each for the financial year 2012-13.

Insurance

The assets of the Company including building, shed, plant & machinery, etc. are adequately insured.

Health And Safety

Your company gives utmost importance to health and safety of the employees. Various measures are being taken at our site locations, such as:

Daily safety inspection at site by qualified Safety Engineers & Officers of each Project site.

To identify unsafe acts & conditions and accordingly safety measures are taken on a daily basis.

Regular safety training programs are conducted at sites for workmen.

Safety promotion activities are carried out on an ongoing basis. Posters, slogans, No Smoking signs, safety barricades are displayed prominently.

Competition & contests on Safety are conducted for workmen and prizes distributed.

Directors

Mr. Amritanshu Khaitan, Mr. P H Ravikumar and Mr. Aditya Khaitan retire by rotation and being eligible, offer themselves for reappointment.

Auditors

The Statutory Auditors of the Company M/s. Lovelock & Lewes, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if reappointed. The Audit Committee and the Board of Directors recommended M/s. Lovelock & Lewes, as Statutory Auditors of the Company for the financial year 2013-14 for shareholders approval.

As required under the provisions of Section 224(1 B) of the Companies Act, 1956, the Company has obtained a written Certificate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

The Ministry of Corporate Affairs, Government of India, by an order directed the audit of the Cost Accounts of the Company under section 209(1 )(d) of the Companies Act, 1956, in respect of Construction of industrial and non- industrial plants, structures and facilities. In terms of the said order, a compliance report, pursuant to Section 209 (1)(d), 600(3)(b) of the Companies Act, 1956, and the relevant Cost Accounting Records Rules, 2011, has been filed.

Auditors'' Report

The Board has duly examined the Statutory Auditors'' Report to the accounts and clarifications, wherever necessary, have been included in the Notes to the Accounts section of the Annual Report.

Fixed Deposit

The Company hasn''t accepted any deposit from the public during the year, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 1975.

Share Capital

During the year, the authorized share capital of the Company has been increased to Rs. 1,600,000,000 divided into 40,000,000 Equity Shares having a face value of Rs. 10/- each and 12,000,000 Non-convertible Redeemable Preference Shares having a face value of Rs. 100/- each. Subsequently, the paid-up share capital of the Company has increased to Rs. 393,438,180 by issue of 825,000 nos. of 11.50% Non-convertible Redeemable Preference Shares of Rs. 100/- each. The paid-up Equity share capital of the company remains unchanged at 31,093,818 shares having a face value of Rs. 10/-each.

The proceeds of the issue of the said 11.50% Non-convertible Redeemable Preference Shares has been utilized to enhance the Company''s net worth, improve its debt-equity ratio and to meet its working capital and other requirements.

Corporate Governance

The Company has adopted the best corporate governance norms and it has been our endeavour to comply and upgrade to the changing norms.

Aseparate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliances of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of the annual report.

In terms of sub-clause (v) of the Clause 49 of the Listing Agreement, a certificate of the CEO/CFO, inter alia confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of this Report.

Corporate Social Responsibility

A new face of MBE CSR is Prayash. The Company, over the past few months has been working with an institute called Child In Need Institute (CINI), to support the under privileged children in a slum area. It is situated is in a very backward region of Tiljala- Topsia under Ward-66 of KMC In this coaching centre learning & various activities for the school children (7 years -12 years) are conducted on a day to day basis by CINI appointed teachers & ground level volunteers. Currently there are twenty-five children in the coaching centre. Here the community is very poor and so additional creative and exposure inputs have to be given to the children to draw them towards education. Apart from that there are activities done with the parents so as to make them realize that the need for education for their children is much greater than the meager income that they get working in tanneries and other sweat shops. Our approach is focused to support, education for the Under Privileged Children. In this project MBE & CINI are working together to ensure that the students continue with their formal education process. Beside this, counseling, workshops on motivation, stress management, refreshment and education tour is also conducted for the children.

Particulars Of Employees

Information pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. Any Member interested may obtain a copy of the statement from the Company.

Energy Conservation, Technology Absorption And Foreign Exchange Earning And Outgo

The details as prescribed under Sub-section (1 )(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure A to the Directors'' Report.

Directors'' Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors confirm as under:

1)ln the preparation of annual accounts, the applicable accounting standards have been followed. There are no material departures from prescribed accounting standards;

2)We 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 at the end of the financial year 2012-13 and of profit of the Company for that period;

3)We 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; and

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

Cautionary Statement

Certain statements in the Directors'' Report describing the Company''s operations, objectives, projections and expectations regarding future performance may constitute ''forward looking statements'' with the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied, depending on the economic conditions, Government policies and other incidental factors and developments.

Acknowledgement

The Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work, active involvement and devoted services rendered. The Directors would also like to thank all the stakeholders, investors including Bankers and other business associates, who have extended their valuable support and encouragement.

This has, understandably, been critical for the Company''s success. The Directors look forward to their continued support and understanding in the years to come.



On behalf of the Board of Directors



Subir Ranjan Dasgupta Asim Kumar Barman

Director Director

Kolkata, August 14, 2013


Mar 31, 2012

The Directors take great pleasure in presenting the Forty ninth Annual Report together with audited statement of accounts for the year ended March 31, 2012.

HIGHLIGHTS

The key highlights of the operations for the financial year 201 1-1 2 over the previous year are (based on standalone only in all cases):

Total Income increased by 1 8%

Earnings before Interest, Depreciation and Taxes increased by 26.6%

Profit before Tax increased by 6.6%

Earnings per Share increased by 37%

FINANCIAL RESULTS

The Financial performance of the Company for the year ended March 31, 2012 is summarized below:

Rs. In Lacs

PARTICULARS Standalone year ending Standalone year ending March 31, 2012 March 31, 2011

Sales (net of excise) and other income 209126 177226

Profit before Interest, Depreciation & Amortisation and Tax (EBIDTA) 14772 11669

Less: Interest cost 5865 3470

Earnings before Depreciation & Amortisation and Tax (EBDTA) 8907 8199

Less: Depreciation & Amortisation 1053 832

Profit before Tax 7854 7367

Less: Provision for Taxation (including Deferred Tax) 1289 2575

Profit after Tax 6565 4792

Amount brought forward from previous year 13635 9905

Profit available for Appropriations 20199 14697

Proposed for Dividend on equity shares for the year 311 622

Dividend Distribution Tax on Proposed Dividend on Equity shares 30 80

Transfer to General Reserve 165 360

Balance at the end of the year 19693 13635

BUSINESS PERFORMANCE

Your Directors are pleased to report that 2011-12 turned out to be yet another excellent year during which your company achieved its highest ever turnover & profits. The total income for the year was Rs. 2091 crore as against Rs. 1775 crores during the previous year.

However, due to credit crunch faced by our clients across all sectors, collections and working capital management was a challenge, resulting in increased borrowings and higher interest charges.

ORDER BOOK )

Your Company has an order backlog of around Rs. 3417 crores as on March 31, 2012.

Some of the significant orders bagged during the year are mentioned below, which are currently under execution:

- By-Product plant complex for New Coke Oven Battery in SAIL Bhilai

- Supply of 10 Nos. Stacker Reclaimers, Barrel Reclaimers & Stackers to BHEL a/c NMDC steel plant, Chattisgarh

- Supply of Ball Mill to Kenya Fluorspar

- High Concentration Ash Slurry Disposal (HCSD) system for Crescent Power

- Ash handling Plant & Limestone Milling/Conveying for 2x250MW

Lignite based Thermal Power Project of Bhavnagar Energy Co. Ltd.

- Ash Handling Plant for 2x600MW Power Plant of Essar Projects at TORI

- Coal Handling System of Surana Power Ltd.

- Two to Four Laning of NH33 for Madhucon Projects Ltd.

- Mechanical Work Package at Lepetkata for BCPL

- Ash Handling Package for 660 MW Power Plant of Jabua Plant Ltd.

PROJECT EXECUTION

During the year a large number of projects were at various stages of execution. Some of the major projects which were completed are:

- 800 TPH Coal Handling Plant for DVC, Chandrapura Thermal Power Station

- 750 TPH East Mill Copper Concentrator Plant for VEDANTA, Konkona Copper Mines, Zambia B Ball Mill for Kenya Fluorspar B Ash Handling Plant for DVC - Mejia Phase "B"-1x500 MW B Ash Handling for 2x660 MW Power project for Essar Power Gujarat in Salaya

- Lead Zinc Concentrator at SK Mines for Vedanta.

Your company has ambitious plans to expand in Infrastructure projects and has been bidding for road, Metro, High rise buildings & other industrial construction projects and we expect to receive good order booking in this sector in 2012-1 3. The Infrastructure Projects & Construction Division has been strengthened by inducting senior professionals from the Industry.

Your company, through its 100% subsidiary in Singapore, MBE Mineral Technologies Pte Ltd. has acquired a 42% stake in Specialist Energy Group pic in UK (SEG). SEG owns Hayward Tyler Ltd UK and Hayward Tyler Inc. USA. Hayward Tyler manufactures specialized pumps for Power, Nuclear and Oil & Gas Industry.

Your company has received the following prestigious awards during the year.

In October 2011, the Deptt. Of Scientific & Industrial Research (DSIR), Ministry of Science & Technology, GOI accorded recognition of our In-house R&D activities.

Reputed International Consultants, KPMG had been engaged to develop the Operating Processes for the Infrastructure Projects & Construction Division to enable rapid scaling up of operations.

The Center of Engineering Excellence (COEE) has been established to develop software based solutions for achieving automation in execution of day to day engineering of projects. Since inception, work has been completed for automation of Engineering and Drawing for various Material Handling system & equipment, Mills etc. This has resulted in significant saving in man-hours, material cost and project execution time.

Your company has received numerous Safety awards at project sites from clients such as SOLIOS, BHEL & Tata Projects Ltd. More than 1 Million hours accident free operations were achieved at the following construction sites: Bellary Thermal Power Station & HINDALCO, Mahan.

SUBSIDIARIES

McNally Sayaji Engineering Ltd. (MSEL)

Some of the major orders received during the year:

- Rashi Steel & Power for various equipment including Ball Mills for Iron Ore Beneficiation plant

- Hindustan Dorr Oliver (client NMDC) for Grinding Mills

- HINDALCO, Renusagar power project for 2 Nos 400TPH skid mounted coal crushing plants

- Stemcor India Pvt. Ltd. for Ball Mills

- Sesa Goa for Thickners, crushers, screens & feeders

- Thermax Ltd for single roll crusher, Hammer mill, Screen

- Bengal Tools for Apron Feeders & screens

- SK Samanta (client - BCCL) for Single Roll crusher

- Furnace Fabrica India Ltd. for Ball Mill_

- IFFCO for chain mill

- Nava Bharat Energy Ltd. for single roll crusher

- Hamtek Technologies for single roll crusher

Construction of the new plant at Savli in Vadodara is completed.

The Department of Scientific & Industrial Research (DSIR), Mininstry of Science & Technology, GOI has accorded recognition to the In - house R&D activities of MSEL. During the year, the R&D department has successfully developed a 3 inch centrifugal slurry pump & a skid mounted coal crushing plant.

MBE Coal & Mineral Technology India Ltd.

Some of the major orders received during the period:

- Trade Serve International Pvt. Ltd. for 150 TPH Coal Washery at Karachi with Batac Jig.

- NRE Metcoke Ltd. for 150 TPH Heavy Media Cyclone Washery with 80 TPH Fines Washing in Pneumatic Flotation Machine at Bachau.

- MSPL, Hospet for 100 TPH Iron Ore Jigging Plant.

- Janki Corporation, Bellary for 200 TPH Iron Ore Beneficiation Plant (WHIMS).

- For the first time export order received from South America for Design and Engineering works of Flotation Plant for VALE (Brazil) through MBE-CMT, Cologne, Germany.

- Order received from MBE-CMT, Cologne for Design & Engineering Works for Naryn Sukhai Coal Handling & Preparation Project at Mongolia.

- Order received for Design & Engineering for Pasir Coal Washery, Kideco in Indonesia from MBE-CMT, Cologne.

- Renewed contract for Operation and Maintenance of 1200 TPH Deshaling Plant at Bina Project of Northern Coalfields Limited for a period of 5 years.

Some of the major orders executed & commissioned during the period:

- Successfully commissioned 500 TPH Coal Washery Plant at Korba for S. V. Power Pvt. Ltd.

- Successfully commissioned the Coarse Seed Filtration package for Vedanta Aluminum Ltd., Lanjigarh, Orissa.

- Sales of centrifuges reached record high of 113 numbers surpassing the earlier high of 107 in 2010-1 1.

MBE Mineral Technologies Pte Ltd., Singapore

A 100% owned subsidiary of MBE has a number of companies under its fold.

The MBE CMT Group comprising MBE Coal & Minerals Technology GmbH Cologne, MBE Minerals SA Pty Ltd. South Africa and operations in China, Russia, Indonesia & Brazil. The performance of the MBE CMT Group was satisfactory inspite of the European crisis & global slowdown Cologne Engineering & EWB Techologial kit Budapest, have also performed satisfactorily under adverse conditions.

Specialist Engineering Group (SEG) MBE Mineral Technologies Pte Ltd., has acquired controlling stake (42%) in Specialist Energy Group pic in UK (SEG). SEG owns Hayward Tyler Ltd. UK (HTL) and Hayward Tyler Inc. USA (HTI). HTL is one of the three global manufacturers of Boiler Circulating Pumps. Other products included pumps for special application, canned pumps used in Nuclear Power Plant, submersible motors, process pumps, pumps used in oil & gas sector, subsea pumps and pumps used in Submarine. HTI is a major player in Nuclear Power sector, specialising in service, overhauling of Nuclear Power Plants in USA. HTI has strong presence in special range of pumps used in Coal Power Generation, Nuclear Power, Syngas Power and speciality Chemical and Hydrogen processing.

SUBSIDIARIES

In accordance with general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection at the Registered Office of the Company and that of the respectve subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. A Statement containing brief financial details of the subsidiary companies is included in the Annual Report in the Chapter containing Consolidated Financial Statements.

DIVIDEND

In view of the Company's performance, the Board of Directors of your Company is pleased to recommend a dividend of Rs. 1.00 (10%) per equity share of Rs. 10/- each (compared to 2010-1 1 Rs.2.00 per equity share of Rs. 10/- each).

The dividend will be tax free in the hands of the shareholders. The register of members and share transfer books will remain closed from September 17, 2012 to September 28, 2012 (both days inclusive).

INSURANCE

The assets of the Company including building, shed, plant & machinery, etc. are adequately insured.

HEALTH AND SAFETY

Your company gives utmost importance to health and safety of the employees. Various measures are being taken at our site locations, such as:

Daily safety inspection at site by qualified Safety Engineers & Officers of each Project site.

To identify unsafe acts & conditions and accordingly safety measures are taken on a daily basis.

Regular safety training programs are conducted at sites for workmen.

Safety promotion activities are carried out on an ongoing basis. Posters, slogans, No Smoking signs, safety barricades displayed prominently.

Competition & contests on Safety are conducted for workmen and prizes distributed.

DIRECTORS

Mr. Asim Kumar Barman, Mr. Subir Ranjan Dasgupta, Mr. Utsav Parekh and Mr. Sudipto Sarkar retire by rotation and being eligible, offer themselves for reappointment.

AUDITORS

The Statutory Auditors of the Company M/s. Lovelock & Lewes, Chartered

Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if reappointed. The Audit Committee and the Board of Directors recommended M/s. Lovelock & Lewes, as Statutory Auditors of the Company for the financial year 2012-1 3 for shareholders approval.

As required under the provisions of Section 224(1 B) of the Companies Act, 1956, the Company has obtained a written Certificate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

AUDITORS' REPORT

The Board has duly examined the Statutory Auditors' Report to the accounts and clarifications, wherever necessary, have been included in the Notes to the Accounts section of the Annual Report.

FIXED DEPOSIT

The Company hasn't accepted any deposit from the public during the year, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 1975.

SHARE CAPITAL

During the year, authorized and paid-up share capital of the Company remain unchanged in comparison to the previous year.

CORPORATE GOVERNANCE

The Company has adopted the best corporate governance norms and it has been our endeavour to comply and upgrade to the changing norms.

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliances of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of the annual report.

In terms of sub-clause (v) of the Clause 49 of the Listing Agreement, a certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of this Report.

PARTICULARS OF EMPLOYEES

Information pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. Any Member interested may obtain a copy of the statement from the Company.

PERSONS CONSTITUTING GROUP

Statement of Persons constituting group within the definition of 'Group' for the purpose of Regulation 3(l)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulation, 1977 form a part of the Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The details as prescribed under Sub-section (l)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure A to the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors confirm as under:

1) In the preparation of annual accounts, the applicable accounting standards have been followed. There are no material departures from prescribed accounting standards;

2) We 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 at the end of the financial year 201 1-12 and of profit of the Company for that period;

3) We 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; and

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

CAUTIONARY STATEMENT

Certain statements in the Directors' Report describing the Company's operations, objectives, projections and expectations regarding future performance may constitute 'forward looking statements' with the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied, depending on the economic conditions, Government policies and other incidental factors and developments.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work, active involvement and devoted services rendered. The Directors would also like to thank all the stakeholders, investors including Bankers and other business associates, who have extended their valuable support and encouragement.

This has, understandably, been critical for the Company's success. The Directors look forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Subir Ranjan Asim Kumar

Dasgupta Barman

Director Director

Kolkata, August 10, 2012


Mar 31, 2011

Dear Members,

The Directors have great pleasure In presenting the Forty-eighth Annual Report together with audited statement of accounts For the year ended on March 31. 2011.

Highlights

The key highlights of the operations of McNally Bharat Engineering Company Limited for the financial year 2010-11 over the previous year are:

- Total income increased by 19%

- Earnings before interest, depreciation and taxes increased by 31%

- Profit before tax increased by 38%

- Earnings per share increased by 38%

Financial Results

Rs. in Lakh

PARTICULARS Standalone Consolidated year ending year ending March 31, 2011 March 31,2011 Bales (net or excise) and other income 177.462 227,075

Earnings before Interest, Tax. Depreciation & Ammortrisation (EBITDA) 11,609 17,850

Less; interest & Finance Charges 3,410 4,864

Earnings before Depreciation, Tax & Ammortisation (EBDTA) 8,199 12,986

Less; Depreciation & Ammortlsatlon 832 2,285

Profit before Tax 7,367 10,701

Less; Provision for Taxation

(including Deferred Tax} 2.575 3,976

Profit after Tax and before Minority Interest 4.792 6,727

Less; Minority interest & proportionate share of pre-acquisition profit adjusted with goodwill - 390

Profit after Tax and Minority Interest 4,792 6,337

Amount brought forward from previous year 9,905 12,863

Profit available for Appropriations 14.697 19,225

Proposed for Dividend 622 622

Provision for Dividend Tax 80 109

Transfer to General Reserve 360 360

Balance carried forward to Balance Sheet 13,635 10,134

Operations & Business Performance

Your Directors are pleased to report that 2010-11 turned out to be yet another excellent year during which your company achieved highest ever turnover and profits. The total income for the year was Rs 1.775 crore as against Rs 1A87 crore during the previous year,

Order Book

Your company has an order backlog of over Rs 3,500 croreas on 31 March 2011. During the year your company bagged several significant orders as mentioned below, which are currently under execution.

- Balance of Plant from Madhya Pradesh Pqwe r G en e rat io n Com pany Limited (MPPGCL). far their Satpura Thermal Power Plant (2 X 250 MW).

- mterplant transportation facility for ores, coal, sinter and iron fines from SAIL, Rourkela Steel.

- 700 litre capacity Bucket Wheel Excavator For Neyveli Lignite Corporation.

- West Mill Copper Concentrator plant VEDANTA, Konkola Copper Mines, Zambia.

- East Mill Copper Concentrator plant & related floatation package for VEDANTA, Konkola Copper Mines. Zambia.

- Coal Handling Terminal for Marg Limited. Karaikal Port.

- Coal Handling Plant for Coke Oven Battery for SAIL, Rourkela Steel.

- HCSD Ash Handling system for VEDANTA, Talwandi Saba Power plant.

- Ash Water circulation & treatment system. NTPC, Singrauli.

- 2 nos Electric Level Luffing crane for Goa Shipyard.

- Technological structures for SMS

Meer for Universal Rail Mill project in Bhilai Steel Plant

- Coal Grinding Plant structures for Tata Projects Limited for SAIL, Rourkela.

- Inside Battery Limit package from Essar Projects foriOCL refinery, Paradeep.

Project Execution

During the year a large numberof projects including 2 BOP projects were at various stages of execution. Some of the major projects which were completed in 2010-11:

- The Raw Material Handling Plant for IISCO, Burnpur.

- The Lead-Zinc Benefication Plant for SK Mines of HZL

- The Uranium Beneficiation Plant for UCIL at Tumala pally.

- The Green Anode Plants 3 & 4 for Ved a n ta at J ha rsu guda.

- Coal Handling Plant for Vcdanta, Jharsuguda.

- Ash Handling, NTPC, Rihand.

- Ash Handling Plant for MSPGCL, Parli.

- Ash Handling Plant for MSPGCL. Paras.

- Ash Handling Plant for 8HEL, Mejia.

Activity Highlights

During the year we received a Rs 827 crore order for executing a Balance of Plant From MP Power Generating Company Limited. We also won two export project orders from Vedanta for their konkola Copper Mines in Zambia. Your company also has made a breakthrough in the Oil & Gas sector by procuring an EPC order for IOCL refinery coming up in Paradeep. Your company has ambitious plans to be a global player in Mineral Processing & Material

Handling and have opened an office in South Africa. This year your company has plans to open more offices in Indonesia and South America. who are having huge deposits of mineral resources.

Your company has entered into a co-operation & license agreement with Beijing Guodian Science & Technology Development Company Limited, China for Dry Bottom Ash Handling Systems.

Your company had appointed KPMG for valuable Advisory assistance in Business Process and Operations improvement for EPC business. Their scope of engagement covered Project Resource Planning & Deployment, Review of Project Manager Empowerment & Accountability, Re-designing Project Review & Control Processes and Develop i n g t h e Ri sk Ass e ss m ent Framework. Implementation of their recommendations is being carried out.

During the year your company obtained ISO 1*001 2004 certification and NABL accreditation for the NDT (IMon Destructive Testing) laboratory located in its premises.

In Human Resource Development we have implemented a robust Performance Management Process based on KRAs (Key Result Areas) and competencies.

Subsidiaries

McNally Sayaji Engineering Limited (MSEL)

During the year MSEL perform Ed reasonably well in the backdrop of slow downturn, still affecting capital Investment. During the year the company was able to maintain its activity level. However, the profit was impacted by increase in employee costs.

Some of the major orders received during the year:

- First order for 2 Skid Mounted Coal Crushing Plant, order value Rs 2.5 crone.

- First order For 2 stage Mobile Crushing & Screening Plant for aggregates, order value Rs 2,5 crore.

- Order from L&T (a/c Bhushan Steel) for 3 Rod Mills, order value Rs 10.5 crore.

- Order from BMM Ispat for 4 Bait Mills, order value Rs 9-5 crore.

- Order from Nuclear Corporation of India [NPCIL] for Main Airlock doors, auxiliary airlock doors & reactor building doors for RAPP 7. valued Rs 3,5 crore.

The new plant at Savli near Vadodara is under construction and is expected to be on stream in the current financial year. The new plant would significantly increase the manufacturing capacity of MSEL The in-house R&D department have successfully developed wheel mounted mobile crushing & screening plants and skid mounted coal sizers, These equipment have a huge market in Mining & Construction industry and MSEL can expect a good number of orders for these equipment in the c urrent yea r a nd s u bs e q u en t years.

MBE Coal & Minerals Technology Business Segment

McNally Humboldt Wedag Minerals India Private Limited

The Indian arm of the CMT business had achieved in 2010-11 a turnover of Rs 91.26 crore and PBTofRs6.6 crore. Some of the major orders received during this period were:

- Coal Washery for SV Power Private Limited valued at Rs ~i.2 crore.

- Modification jobs at Orissa Mining

Corporation valued at Rs 2.5 crore. A number of projects were under execution during the year, Some of the projects completed during the year:

- 600 TPH coal washery and 80 TPH coat crushing & screening plant for Bhushan Powers Steel, Bengali.

- Global Coal & Mining Private Limited. 300 TPH washery at Belpahar, Orissa and 400 TPH washery at Manguru, AP.

- ACC, 100 TPH washery at Bargarh,

- Ultratech. 300 TPH washery at Awarpur, Maharashtra and 400 TPH washery at Hirmi, Chattisgarh.

- Washer package and disc filter package forVedanta.

- 79 centrifuges supplied compared to 55 In last year.

The industrial Centrifuge business continues to grow and this trend is expected to continue in the coming years.

MBE Coal & Minerals Technology GmbH, Cologne

The Turnover of the German entity for 201011 was Euro 36.3 Million (Rs 229 crore) and PBTwas Euro 0.41 million (Rs2.62crore). The company has opened offices in China, Russia. Brazil & Indonesia for access to countries with high mineral deposits.

MBE Minerals SAPty Limited South Africa

The turnover of the South African entity for 2010-11 was Rand 90.16 Million (Rs 5& crore) and PBTwas Rand 12.03 Million [Rs 7.3 crore],

Subsidiaries

The Statement pursuant to Section 212 of the Com panics Act, 1956 containing details of the Company's subsidiaries is attached. The Ministry of Corporate Affairs. Government of India issued a General Circular no 2/ 2011 dated February 8, 2011 by which it has provided art exemption to Companies from complying with Section 212 of the Companies Act. 1556, provided such companies publish the audited consolidated Financial statements In the Annual Report. In terms of the said general exemption granted by the Central Government undersection 212(8) of the Companies Act, 1956, the Audited Statements of Accounts and the Auditors' Reports thereon for the year ended March 31, 2011 along with the Reports of the Board of Directors of the Company's Subsidiaries have not been annexed. These documents would be made available upon receipt from any member of the Com pany Interested in obtaining the same.

The Consolidated Financial Statements of the Company and its Subsidiaries, prepared in accordance with Accounting Standard AS 21, as notified in the Companies (Accounting Standards] Rules, 2006, form part of the Annual Report.

The accounts of the individual subsidiary companies shall be uploaded on the website of your Company.

Dividend

In view of the Company's performance, the Board of Directors of your Company is pleased to recommend a dividend oF Rs 2 (20%) per equity share af Rs 10 each (compared to 2009-10: Rs 1.50 per equity share of Rs 10 each),

The dividend will be tax free in the hands of the shareholders. The register of members and share transfer books will remain closed from September 17, 2011 to September 23, 2011 (both days inclusive).

Insurance

The assets of the Company including building, shed, plant & machinery, etc are adequately insured.

Health and Safety

Your company gives utmost Importance to health and safety of the employees. Various measures are being taken at our site locations, such as:

- Daily safety inspection at site by Security Officers of each Project site.

- To identify unsafe acts & conditions and accordingly safety measures are taken on a daily basis.

- Regular safety training programs are conducted at sites for workmen.

- Safety promotion activities are carried out on an ongoing basts. Posters, Slogans. No Smoking signs. Safety barricades displayed prominently.

- Competition & contests on Safety are conducted for workmen and prizes distributed.

Directors

Mr SP Singhi. Vice Chairman of the Company, after 22 years of service in the Company stepped down with effect from June 14, 2011. The Board has placed on record its deep appreciation of MrSinghi's immense contribution and valuable services during his association with the Company.

Mr San jay Pasari and MrChandrakant Pasari. Directors of the Company. stepped down with effect from June 27, 2011. The Board has placed on record its deep appreciation of their contribution and valuable services during theirassociation with the Company.

The Board of Directors at their meeting held on May 6. 2011, appointed MrSudipto Sarkar as an Additional Director of the Company with effect from May 6. 2011

- Mr Sudipto Sarkar is a Barrister of Gray's Inn, London and is presently practising as a Senior Advocate in the Calcutta High Court. He has wide experience in Commercial Law particularly Company, Intellectual and Shipping Laws. The Company has received a Notice from a member signifying his intention to propose Mr Sudipto Sarkar for the office of Director at the forthcoming Annual Genera! Meeting.

The Board of Directors at their meeting held on May 6, 2011, has also appointed Mr PH Ravikumar as an Additional Director of the Company with effect horn May 6, 2011. Having work experience of over 3? years in the Banking and Financial services sector, Mr PH Ravikumar has worked in organisations tike National Commodity and Derivatives Exchange Limited, as their Managing Directorand Chief Executive Officer. ICICI Bank, as their Senior General Manager and Head of Emerging Corporate 8, Agri Business Group, and Bank of India. The Company has received a notice from a member signifying his intention to propose Mr PH Ravikumar for the office of Director at the forthcoming Annual General Meeting.

The Board of Directors at their meeting held on June 27, 2011, has also appointed Mr Aditya Khaitan as an Additional Director of the Company with effect from June 27, 2011. Mr Aditya Khaitan has had in depth exposure to and involvement in steering diverse businesses and has gained considerable experience and expertise in management, production, marketing, corporate finance and other related areas and also in the matter of restructuring, mergers, demergers and acquisitions of corporate entities. The Company has received a notice from a member signifying his intention to propose Mr Aditya Khaitan for the office of Director at the forthcoming Annual Genera! Meeting.

The Board of Directors at their meeting held on February 14, 2011, appointed Mr Prasanta Kumar Chandra as a Whole-time Director and Chief Operating Officer of the Company for a period of five years with effect from February 14, 2011. Mr Prasanta Kumar Chandra is a Mechanical Engineer, a Cost Accountant and has done his Post-graduation in Marketing Management. Mr Chandra has over 30 years of experience in diverse fields like Design & Engineering, Manufacturing, Project Management, Operations Management and Corporate Planning.

The Board of Directors at their meeting held on lime 27. 2011, has also appointed Mr Prabir Ghosh as a Whole-time Director and Group CFO of the Company for a period of five years with effect from June 27, 2011. Mr Prabir Ghosh Is a Chartered Accountant having experience of over 2 5 years in the areas of Financial Policies and Systems, Corporate Finance, Treasury Management, Manufacturing Accounting. International Finance including GDR, ECB & Suppliers Credit, Taxation, Commercial Function including export, import, purchase, EXIM matters, handling and leading techno- commercial team for large projects, Information System Development, General Management, Industrial Relations and Corporate Strategy.

The Board oF Directors at their meeting, held on August 12, 2011, has appointed Mr Deepak Khaitan as the Executive Chairman of the Company for a period of five years with effect from August 12, 2011.

MrVKVerma, MrSR Dasgupta and Mr Amritanshu Khaitan retire by rotation and being eligible, offer themselves for reappointment.

Auditors

The Statutory Auditors of the Company M/s Lovelock & Lewes, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if reappointed. The Audit Committee and the Board of Directors recommended M/s Lovelock & Lewes, as Statutory Auditors of the Company For the financial year 2011-2012 for shareholders approval. As required under the provisions of Section 2 24(1 B) of the Companies Act, 1956, the Company has obtained a written certificate from the above auditors proposed to be reappointed to the effect that their reappointment, if made, would be in conformity with the limits specified in the said section

Auditors' Report

The Board has duly examined the Statutory Auditors* Report to the accounts and clarifications, wherever necessary, have been included in the notes to the Accounts section of the Annual Report.

Fixed Deposit

The Company hasn't accepted any deposit from the public, and as such, there are no outstanding deposits in terms of the Companies [Acceptance of Deposits) Rules. 1975.

Share Capital

During the year. authorised and paid-up share capital of the Company remain unchanged in comparison to the previous year,

Corporate Governance

The Company has adopted the best corporate governance norms and it has been our endeavour to comply and upgrade to the changing norms.

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliances of conditions of Corporate Governance as stipulated under Clause 49 of the

Listing Agreement(s) with the Stock Exchange(s) form part of the annual report.

In terms of sub-clause (v) of the Clause 49 of the Listing Agreement, a certificate of the CEO /CFO. inter alias, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of this Report.

Particulars Of Employees

Information pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 197^. forms part of this Report. Any Member interested may obtain a copy of the statement from the Company.

Persons Constituting Group

Statement of Persons constituting group within the definition of 'Group' for the purpose of Regulation 3{lKe)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulation, 1977 form a part of the Report.

Energy Conservation, Technology Absorption And Foreign Exchange Earning And Outgo

The details as prescribed under Subsection (l)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars In the Report of Board of Directors) Rules, 1988. are given in Annexure A to the Directors* Report.

Director's Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors confirm as under:

1, In the preparation of annual accounts, the applicable accounting standards have been Followed. There are no material departures from prescribed accounting standards:

2, We 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 at the end of the financial year 2010-11 and of profit of the Company for that period:

3, We 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; and

4. We have prepared the annual accounts on a going concern basis.

Cautionary Statement

Certain statements in the Directors'

Report describing the Company's operations, objectives, projections and expectations regarding future performance may constitute 'forward looking statements' with the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied, depending on the economic conditions. Government policies and other incidental factors and developments.

Acknowledgement

The Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work, active involvement and devoted services rendered. The Directors would also like to thank all the stakeholders, investors including Bankers and other business associates, who have extended their valuable support and encouragement. This has. understandably, been critical for the Company's success. The Directors look forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Deepak Khaitan

Executive Chairman

Kolkata, August 12, 2011


Mar 31, 2010

Not Available

 
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