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Directors Report of Phoenix Lamps Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty-Fourth Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended 31st March, 2015.

1. FINANCIAL SUMMARY

Financial Summary and performance Highlights of your Company, for the financial year ended March 31, 2015 are as follows:

(Rs. in lacs) PARTICULARS Year ended Year ended 31.03.2015 31.03.2014

Gross Sales and other Income 26,137.21 38,615.16

Profit before Interest, Depreciation & Tax 4,683.33 8,153.34

Depreciation and amortization 628.79 930.90

Interest 420.18 1,128.79

Profit/(Loss) from Operations 3,634.36 6,093.65

Exceptional Items-Surplus on sale of General Lighting Business - (3,990.92)

Provision for Tax 886.59 1,068.10

Profit/ (Loss) After Tax 2,747.77 9,016.47

Balance of Profit/(Loss) brought 5,754.35 2,884.52 forward

Amount available for appropriation 8,502.12 11,900.99

Interim Dividend on Equity Shares - 1,400.97

Special Dividend on Equity Shares - 2,801.93

Proposed Final Dividend on Equity Shares - 280.19

Tax on Dividends on Equity Shares - 761.90

Transfer of Profits to General Reserve - 901.65

Transfer of Profits to Capital

Redemption Reserve 1,316.00 -

Balance of Profit carried forward 7,186.12 5,754.35 to next year

Previous year's figures have been regrouped/ rearranged wherever considered necessary.

The figures above as at March 31, 2015 represent the full year results of automotive business division only and the figures as at March 31, 2014 includes gross sales of automotive business for the full year and general lighting business till 30.08.2013.

FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review, gross sales for the Automotive Business have increased from Rs. 25,770.76 lacs in 2013-14 to Rs. 26,137.21 lacs in 2014-15 i.e. an increase of 1.4% and the earnings before interest, depreciation and taxes has decreased from Rs. 7,434.27 lacs to Rs. 4,683.33 lacs over 2013-14. The reason for decrease is due to depreciation of Euro against Rupee & also as a result of this, exchange

variation loss of Rs. 497.23 lacs in 2014-15 as against exchange gain of Rs. 1,714.53 lacs in 2013-14. The figures as at March 31, 2015 represent the full year results of automotive business only i.e. manufacturing and sale of halogen lamps. The figures as at March 31, 2014 includes gross sales amounting to Rs. 12,844.39 lacs, earnings before interest, depreciation and tax amounting to Rs. 719.08 lacs pertaining to general lighting division which had been sold off on slump sale basis.

RESERVES AND SURPLUS (Rs. in lacs) PARTICULARS Year ended Year ended 31.03.2015 31.03.2014

Securities premium account 3,733.86 3,733.86

Capital subsidy 40.00 40.00

Capital redemption reserve 2,937.00 1,621.00

General reserve 925.22 925.22

Surplus in the Statement of profit and loss Credit balance as per the last financial statements 5,754.35 2,884.52

Add: Net profit/(loss) after tax trans- ferred from Statement of profit and loss 2,747.77 9,016.47

Less: Profit & Loss appropriation (1,316.00) (6,146.64)

Net surplus in the Statement of profit and loss 7,186.12 5,754.35

Total 14,822.20 12,074.43

The Company has transferred an amount of Rs 1316 lacs to Capital Redemption Reserve during the Financial year ended March 31, 2015, for the purpose of redemption of 13,16,000 Redeemable Preference Shares of Rs. 100/- each.

2. DIVIDEND

Your Board has deferred for the time being, the decision to recommend any Dividend for the Financial Year 2014-15.

3. STATE OF THE COMPANY'S AFFAIRS

Your Company is the market leader in automotive halogen bulbs in India with approximately 50% market share in passenger vehicle, 70% in commercial vehicles and 70%- 80% in two wheeler Original Equipment Manufacturers (OEMs). The Company is the largest manufacturer in India controlling 50-60% of total manufacturing capacity in the Country and among the top 5 globally with 20 years of manufacturing excellence and institutionalized knowledge. The Company has well entrenched relationships with the leading Japanese, Korean, European and Indian OEMs. More than half of sales are under Company's own brands including India's oldest domestic aftermarket brand and 90 year old European brand for international markets.

There has been no change in the nature of business during the reporting period.

4. MATERIAL CHANGES AND COMMITMENTS

Your Company has received a Public Announcement dated May 6, 2015 from Karvy Investor Services Limited ("Manager to the Offer") on behalf of Suprajit Engineering Limited ("Acquirer") to the shareholders of the Company to acquire 72,85,018 equity shares of face value Rs.10/- each constituting 26% of Issued and Subscribed Capital and Voting Capital of the Target Company, which is your Company, in accordance with Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations ("SAST Regulations"). This Public Announcement was made pursuant to and in compliance with Regulations 13 (1) and 15(1) of the SAST Regulations. The Copy of Public Announcement is available on the website of Stock exchanges (BSE Ltd and National Stock Exchange of India Limited).

Further, on May 13, 2015, the Company has received a copy of the Detailed Public Statement (DPS) dated May 12, 2015 and on May 18, 2015, the Company has received the Draft Letter of Offer dated May 16, 2015 from M/s. Suprajit Engineering Limited. However, the said Open Offer does not affect the financial position of your Company during the financial year under review.

5. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE FINANCIAL YEAR ENDED MARCH 31, 2015

Mr. Gurdeep Singh and Mr. Padmanabh P. Vora were appointed as Independent Directors and Mr. Pranay D. Gandhi was regularized and re-appointed as the Managing Director of the Company at the 23rd Annual General Meeting of the Company, held on July 21,2014.

Mr. Pranay D. Gandhi, Managing Director; Mr. Gagandeep Singh, Chief Financial Officer and Mr. Aditya Rungta, Company Secretary are the Key Managerial Personnel as per the provisions of the Companies Act, 2013. None of the Key Managerial Personnel has resigned or appointed during the financial year ended March 31,2015. Ms. Sunita Mathur (DIN- 00008923) was appointed as Additional Director (Non-executive Independent) of the Company with effect from March 23, 2015 in accordance with the provisions under Sections 149 and 161 of the Companies Act, 2013.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31,2015, the Company has one wholly owned subsidiary company viz. "International Lamps Holding Company SA, Luxembourg" and two step down subsidiaries viz. Luxlite Lamps S.A.R.L, Luxembourg and Trifa Lamps GmbH, Germany.

Further, there has been no change in the number of subsidiaries or in the nature of business of the subsidiaries, during the financial year under review. The consolidated financial statement of the Company and its subsidiaries are prepared in manner as provided under Section 129 of the Companies Act, 2013 read with rules made there under.

Performance and Financial Position of Subsidiary Companies

International Lamps Holding Company S.A., Luxembourg: During the year under review, the losses before interest, depreciation and tax has increased from Euro 0.29 lacs equivalent to Rs. 23.66 lacs to Euro 0.90 lacs equivalent Rs. 69.69 lacs.

Trifa Lamps Germany, GmbH: During the year under review, sales have decreased from Euro 191.02 lacs equivalent to Rs. 15,499.56 lacs in the financial year 2013-14 to Euro 187.47 lacs equivalent to Rs.14,523.87 lacs in the financial year 2014-15 and the earnings before interest, depreciation and taxes has increased from Euro 5.80 lacs equivalent to Rs. 471.15 lacs to Euro 6.03 lacs equivalent to Rs. 467.39 lacs over 2013-14.

Luxlite Lamps SARL, Luxembourg: During the year under review, sales have increased from Euro 108.37 lacs equivalent to Rs. 8,793.47 lacs in the financial year 2013- 14 to Euro 116.96 lacs equivalent to Rs. 9,061.25 lacs in the financial year 2014-15 and the Loss before interest, depreciation and taxes has increased from Euro 8.62 lacs equivalent to Rs. 699.74 lacs to Euro 9.72 lacs equivalent to Rs. 753.36 lacs over 2013-14.

A separate statement in form AOC-1, containing the salient features of the financial statement of its subsidiaries has also been attached along with the financials of the Company. The Annual Accounts and related documents of the Subsidiary Companies shall be kept open for inspection at the Registered Office of the Company. The aforesaid documents will also be made available to the Members of the Company upon receipt of written request from them.

6. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form MGT-9 is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013. (Annexure-1)

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has entered into in following transactions pursuant to Section 186 of the Companies Act, 2013:

Name of Particulars of Loans, Amount the entity Guarantees or Investments (INR in Lacs)

Trifa Lamps Stand by letter of credit (Euro 1,215.19 Germany, 18 Lacs converted at March GmbH 31, 2015 exchange rate of 1 Euro= Rs. 67.5104)

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All related party transactions that were entered during the financial year were in the ordinary course of business and were on arm's length basis. There were no material related party transactions entered by the Company with Directors, KMPs or other persons which may have a potential conflict with the interest of the Company.

All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee and also disclosed to the Stock exchanges under Clause 49 of the Listing Agreement.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company- www.phoenixlamps.co.in.

In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this report (Annexure-2)

9. NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

During the financial year 2014-2015, Seven meetings of the Board of Directors were held on 27th May, 2014, 21st July, 2014, 9th August, 2014, 29th September, 2014, 31st October, 2014, 14th February, 2015 and 23rd March, 2015.

10. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your directors hereby state and confirm that:

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

b. they 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 and of the profit and loss of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such internal financial control are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

11 .COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors, in their report and by Secretarial Auditor, in his secretarial audit report.

12. RISK MANAGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company review the risks, if any involved in the Company from time to time, and take appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner.

13. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company's operations in future

14. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company's internal control systems are supplemented by an extensive programme of internal audit by an independent professional agency and periodically reviewed by the Audit Committee and Board of Directors. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.

15. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

In terms of the definition of 'Independent Director' as prescribed under Clause 49 of the Listing Agreement entered with Stock Exchanges and Section 149(6) of the Companies Act, 2013 and based on the confirmation/ disclosures received, following Non-executive Directors are Independent Directors:-

- Mr. Padmanabh P. Vora (DIN-00003192)

- Mr. Gurdeep Singh (DIN-00036922)

- Ms Sunita Mathur (DIN-00008923)

16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS AS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013

Your Company has adopted a Nomination and Remuneration Policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013. (Annexure-3)

17. PERFORMANCE EVALUATION OF THE BOARD

The Nomination and Remuneration Committee at its meeting held at September 8, 2014 and the Board of Directors at its meeting held on September 29, 2014 respectively, had laid down criteria for performance evaluation of Directors, Key Managerial Personnels (KMPs) and Board & its Committees as a whole. Further, self evaluation with respect to performance of the Committees was done by the Committees and then recommended to the Board for further evaluation. The Board of Directors in its meeting held on May 22, 2015 has reviewed the performance of the Committees, the Members and the Board as a whole. The criteria and manner for performance evaluation is as per the Nomination and Remuneration Policy, as annexed to this Report.

18. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with Section 135 of the Companies Act, 2013 read with the rules made there under, the Company has formed Corporate Social Responsibility (CSR) Committee. The Annual Report on CSR Activities forms part of this Report as (Annexure-4). The Policy on Corporate Social Responsibility as approved by the Board of Directors is uploaded on the website of the Company- www.phoenixlamps.co.in.

The composition of the Corporate Social Responsibility Committee is as under:

Name of Members DIN Composition of the CSR Committee

Mr. Padmanabh 00003192 Chairman, Non-executive P. Vora Independent Director

Mr. Gurdeep Singh 00036922 Non-executive Independent Director

Mr. Shomik P. 02185373 Non-Executive Director Mukherjee

19. AUDIT COMMITTEE

The Company complies with the provisions related to Audit Committee, as provided under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. The composition of the Audit Committee is as under:

Name of DIN Composition of the Audit Members Committee

Mr. Padmanabh 00003192 Chairman, Non-executive P. Vora Independent Director

Mr. Gurdeep 00036922 Non-executive Independent Singh Director

Mr. Shomik 02185373 Non-Executive Director P. Mukherjee

All Members of the Committee are financially literate. Mr. Padmanabh P. Vora, is a qualified Chartered Accountant having the requisite financial management expertise.

20. VIGIL MECHANISM

Your Company has formulated the Whistle Blower Policy with a view to provide a mechanism for Employees and Directors of the Company to approach the Whistle blower Compliance Officers/ the Audit Committee of the Company

in compliance with Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Details of the Whistle Blower Policy are explained in the Report on Corporate Governance and Whistle Blower policy of the Company is available on the website of the Company i.e. www.phoenixlamps.co.in.

21. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Directors' Report and forms part of this report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Directors' Report is being sent to the shareholders without this annexure. Shareholders interested in obtaining a copy of the annexure may write to the Company Secretary at the Company's registered office.

The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as (Annexure-5).

22. EMPLOYEES STOCK OPTIONS DETAILS

The Company does not have any employees stock option schemes

23. AUDITORS STATUTORY AUDITOR

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E) have been appointed as the Statutory Auditors of the Company in the 23rd Annual General Meeting of the Company held on July 21, 2014, to hold the office till the conclusion of 28th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting.

Further, the ratification in respect with the appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company is proposed for the ratification of shareholders in the Notice of 24th Annual General Meeting of the Company.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries, New Delhi as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2014-2015. The Report of Secretarial Auditor (Form MR-3) for the FY 2014-2015 is annexed to the report as (Annexure-6).

COST AUDITOR

On the recommendation of Audit Committee, the Board of Directors in its meeting held on May 22, 2015 has appointed M/s. J. K. Kabra & Company, Cost Accountants as the Cost Auditor of the Company for the financial year 2015-16 on the aggregate remuneration of Rs. 1,25,000/ - (Rupees One Lac twenty five Thousand only) plus taxes, as applicable and out of pocket expenses, in accordance with the provisions under Section 148 of the Companies Act, 2013 read with rules made there under.

The remuneration payable to the Cost Auditor of the Company has been proposed for the ratification by the members of the Company and shall form part of the notice of 24th Annual General Meeting.

24. PUBLIC DEPOSITS

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- TION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information under Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given below:

A. CONSERVATION OF ENERGY

i. Steps taken or impact on conservation of energy:- The Company continues its policy of giving priority to energy conservation measures including regular review of energy conservation, consumption and effective control of utilization of energy.

The following energy conservation measures were implemented during the year under review.

- High wattage Sodium vapor and Mercury lamps replaced by low wattage LED lamps, which can saved approx 29K power units per annum.

- Capacity of APFC (Auto Power Factor Correction) panel has been increased to maintain the value of power factor nearby .99 to reduce the reactive power loses.

- Up-gradation of machine by using VFDs (Variable Frequency Drives) and TPRs (Thyristor Power Regulators) to increase the m/c efficiency and reduction of power consumption.

- 29.34 lac units less consumed in comparison to the last year.

During the year under report, Company has consumed units of energy as detailed below:

Electric Energy : (i) 64.38 (previous year 88.69) lac units supplied by Power Corporation,

(ii) 4.81 (previous year 9.84) lac units generated by DG sets.

Diesel : 1.49 (previous year 3.12) lac liters for

running of DG sets.

ii. The steps taken by the Company for utilizing

alternate sources of energy - NIL

iii. Capital investment on energy conservation equipment

(a) Additional Investments - No major additional

and proposals, if any, investment was made

being implemented for

reduction of consumption of energy.

(b) Impact of the measures - Not applicable referred to above for

reduction of energy consumption and consequent impact on the cost of production of goods

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

i) Efforts in brief made towards technology absorption, adaptation and innovation-NIL

ii) Benefits derived as a result of the above efforts: N.A.

iii) Details of technology imported during last five years

(a) Technology Imported: N.A.

(b) Year of Import: N.A.

(c) Has technology been fully absorbed: N.A.

(d) If not fully absorbed, area where this has not taken place: N.A.

Expenditure incurred on Research and Development

During the year under review, the Company has not incurred any expenses on Research & Development. The Company's products viz. Halogen Lamps are produced with well-established technologies and therefore do not require any focused Research & Development efforts.

27. CORPORATE GOVERNANCE

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a company's structure, its Board of Directors, its policies and guidelines, its culture and the behavior of not only its officers and directors, but also all of its employees.

Our approach is proactive, starting with our Leadership Team. It is also deeply ingrained in our corporate culture, guiding how we work and how we do business. We apply and adhere to the rules-not just those required by government, but also those we impose on ourselves (OSHAs, ISO etc.) to meet the highest possible standards.

We continually discuss bylaws and governance practices, changing our policies when necessary and pointing out areas where we need to improve our performance. We also compare our practices to the criteria used by outside organizations to evaluate corporate performance.

A separate section on Corporate Governance standards followed by the Company, as stipulated under Clause 49 of the Listing Agreement with the stock exchange is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A Certificate from M/s Sanjay Grover & Associates, Practicing Company Secretaries, confirming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed to this Report.

28. LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The Listing Fees for the financial year 2015-16 has been paid.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to NSEZ Authorities, Banks, Business Associates and Shareholders for their unstinted support, assistance and co- operation. Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

For and on behalf of the Board

Sd/- 3lace : Noida Padmanabh P. Vora Date : May 22, 2015 Chairman DIN: 00003192




Mar 31, 2013

The Directors have pleasure in presenting the Twenty-Second Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in lacs) PARTICULARS Year ended year ended 31.03.2013 31.03.2012

Gross Sales and other Income 45,517.30 46,883.58

Profit before Interest, Depreciation & Tax 2,560.47 4,340.47

Depreciation 1,419.88 1,409.30

Gross Profit 1,140.59 2,931.18

Interest 1,996.04 2,176.71

Profit/ (Loss) Before Tax (855.45) 754.46

Less Capital advances written off 389.43

Provision for Tax (205.64)

Profit/ (Loss) After Tax (855.45) 570.67

Balance of Profit / (Loss) brought forward 3,739.97 3,169.30

Balance of Profit carried forward to next year 2,884.53 3,739.97

Previous year''s figures have been regrouped/ rearranged wherever considered necessary.

FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review, Gross Sales was recorded at Rs. 45,078.90 lacs as against Rs. 46,512.10 lacs in 2011-2012, a decrease of 3.08% over 2011-12. Sales for the Automotive Business in 2012-2013 have decreased from Rs. 24,086.87 lacs in 2011-2012 to Rs. 21,466.88 lacs i.e. a fall of 10.88% and the Earnings before interest, depreciation and taxes has decreased from Rs. 5,048.77 lacs to Rs. 4,379.15 lacs i.e. a decrease of 13.26% over 2011-2012. In case of General Lighting Business, the sales in 2012-2013 have increased from Rs. 22,425.23 lacs in 2011-2012 to Rs. 23,612.02 lacs i.e. by 5.29% and the Loss before interest, depreciation and taxes has increased from Rs. (708.29) lacs in 2011-2012 to Rs. (1,818.69) lacs in 2012-2013. Profit/ (Loss) before tax was Rs. (855.45) lacs against Rs. 754.46 lacs and Net Loss after tax at Rs. 855.45 lacs as against profit of Rs. 570.67 lacs in 2011-2012.

DIVIDEND

Your Board has not recommended any Dividend for the financial year 2012-2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors Confirm that:-

- in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

- they 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 and of the Profit of the Company for the year under review;

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

- they have prepared the annual accounts on a going concern basis.

BUSINESS/OPERATIONS

Auto Business:

Domestic OEM sales of the Company continued to grow in spite of flat industry level sales volumes for Passenger Vehicle and Two Wheeler. The Company''s growth was achieved by gaining market share from competitors in both Passenger Vehicle and Two Wheeler segments. New customers / markets were also tapped to increase current and future business volumes. Branded sales in the aftermarket have been adversely hit, in line with the auto industry trend. However, export sales have come back strongly in the last quarter, driven by the business from the overseas subsidiaries, acquisition of which was completed in the IIIQ.

General Lighting Business:

2012-2013 was a challenging year for General Lighting Business with the overall economic slowdown reflected in low growth in retail and overall sales. The 20% depreciation in the rupee against the US Dollar over the last two financial years has resulted in huge cost escalation on account of increase in prices of imported materials. To compensate for the cost increases, the Company was forced to take price increases which impacted sales volumes and growth. The product improvement initiatives taken by the Company have resulted in some improvement in Warranty Claims. The Government business improved due to the orders executed for the CDM projects. Private labeling business continued to see declining numbers as per the strategy of the Company to move away from this business. The Company has introduced some LED lighting products during the year to capitalize on the market shift towards LEDs.

CORPORATE GOVERNANCE

Our focus on corporate governance are, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a company''s structure, its Board of Directors, its policies and guidelines, its culture and the behavior of not only its officers and directors, but also all of its employees.

Our approach is proactive, starting with our Leadership Team. It is also deeply ingrained in our corporate culture, guiding how we work and how we do business. We apply and adhere to the rules-not just those required by government, but also those we impose on ourselves (OSHAs, ISO etc.) to meet the highest possible standards.

We continually discuss bylaws and governance practices, changing our policies when necessary and pointing out areas where we need to improve our performance. We also compare our practices to the criteria used by outside organizations to evaluate corporate performance.

As an organization we are proud of our strong commitment for maintaining the highest standards of corporate governance. As a listed Company, necessary measures are taken and systems put in place to comply with the Listing Agreement with Stock Exchanges.

A separate Report on Corporate Governance along with a Certificate of Compliances of conditions of Corporate Governance from the Practicing Company Secretary forms part of this Report.

PUBLIC DEPOSITS

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

DIRECTORS

Mr. Padmanabh P. Vora and Mr. Shomik Mukherjee, are liable to retire by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re- appointment.

Mr. Jaideep Wadhwa was appointed as an Additional Director of the Company with effect from 18th day of January, 2013. The Company has received notice(s) under Section 257 of the Companies Act, 1956 for his appointment at the ensuing Annual General Meeting. The Board recommends the same for your approval.

In terms of Clause 49 of the Listing Agreement with Stock Exchanges, the details of the Directors to be appointed/ re-appointed are contained in the accompanying Notice for convening the ensuing Annual General Meeting.

AUDITORS

M/s. Arun K. Gupta & Associates, one of the Joint Auditors of the Company has expressed their unwillingness to be appointed as Auditors of the Company.

M/s. S. R. Batliboi & Co. LLP, one of the Joint Auditors of the Company retire at the forthcoming Annual General Meeting of the Company, and being eligible offer themselves for re-appointment. The Company has received an eligibility letter under Section 224(1B) of the Companies Act, 1956 from the Auditors and recommends their appointment for your approval.

AUDITORS'' COMMENT IN THE AUDITORS REPORT:

The Auditors Report of the Company does not carry any comment/ qualification to the Audited Financial Results for the financial year ended 31st March, 2013.

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The Listing Fees for the financial year 2013-2014 has been paid.

COST AUDIT

The Board of Directors, in pursuance of an order made under Section 233B of the Companies Act, 1956, has appointed M/s. J. K. Kabra & Co., Cost Accountants, New Delhi as Cost Auditors for conducting audit of the cost accounts maintained by the Company for the financial year ended 31st March, 2013.

SUBSIDIARY COMPANIES

The Company has following subsidiary companies.

One Indian unlisted subsidiary Company is "Halonix Technologies Limited". There are no operations during the year in the Company. The Balance Sheet, Profit and Loss Account and schedules thereto along with the Statement in terms of Section 212 of the Companies Act, 1956 forms part of this Annual Report.

During the year, Company completed the acquisition of 100% shareholding of International Lamps Holding Company SA, Luxembourg and with this International Lamps Holding Company SA, Luxembourg, has become a 100% wholly owned subsidiary of Halonix Limited. With this acquisition Halonix has acquired assets and business of its distributors (Luxlite Lamps Sarl and Trifa Lamps Germany GmbH) in Europe, including of brands ''Luxlamps'' and ''Trifa''.

In terms of General Exemption, under Section 212(8) of the Companies Act, 1956, granted by Ministry of Corporate Affairs vide its circular no. 02/2011 dated 8th February, 2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts, Auditors'' Reports thereon and the Reports of the Board of Directors of the Company''s subsidiaries for the financial year ended 31st March, 2013 have not been annexed. The Annual Accounts and related documents of the Subsidiary Companies shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. However, as directed by the said circular, the financial data of the Subsidiaries have been furnished under ''Subsidiary Companies Particulars'' forming part of the Annual Report (refer page no. 43). Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiaries.

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

Information under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given below:

A. Conservation of Energy

(a) The Company continues its policy of priority to energy conservation measures including regular review of energy conservation, consumption and effective control of utilization of energy.

The following energy conservation measures were implemented during the year under review.

- Heavy duty 200 KVA UPS has been extended in Noida unit to take care of critical plant load during tripping of state electricity power. This will help to increase the machine efficiency and power quality.

- AC drives (VFD) has been installed for induction motors to improve power efficiency of AC motors.

- Periodical inspection and testing of DG sets and transformers has been done as per Indian electricity rule 1956 by Assistant Director Electrical Safety.

- 17.65 lac Units less consumed in comparison to the last year.

During the year under report, Company has consumed units of energy as detailed below:- Electric Energy – 119.73 (previous year 138.55) lac units supplied by Power Corporation

16.87 (previous year 15.7) lac units generated by DG sets.

Diesel – 5.18 (previous year 4.64) lac liters for running of DG sets.

(b) Additional Investments – No major additional and proposals, if any, investment is required. being implemented for reduction of consumption of energy

(c ) Impact of the measures – Not applicable at(a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

B. Technology Absorption

Particulars regarding Research & Development, Technology Absorption, Adaptation and Innovation are given under in prescribed Form ''B''.

FORM ''B''

1. Research & Development (R & D) :

During the year under review the Company did not pursue any projects on Research & Development. The Company''s products viz. Halogen Lamps and Compact Flurocent Lamps are produced with well-established technologies and therefore does not require any focused Research & Development efforts.

2. Technology Absorption, Adaptation and Innovation

(i) Efforts in brief made A number of product towards technology adaptations and absorption, adaptation innovations have been and innovation undertaken to improve product life and lumen output as well as to develop special products for specific applications. (ii) Benefits derived : Stabilized Operations as a result of the and improved life of above efforts. lamp

(iii) Details of technology imported during last five years

(a) Technology Imported : N.A.

(b) Year of Import : N.A.

(c) Has technology been fully absorbed : N.A.

(d) If not fully absorbed, area where this : N.A. has not taken place.

C. Foreign Exchange Earnings and Outgo

Current Year Previous Year

PARTICULARS (Rs. in Lacs) (Rs. in Lacs)

1. Foreign Exchange Earnings 8,810.14 9,741.31

2. Foreign Exchange Outgo

(a) Raw Materials 10,828.09 13,354.37

(b) Traded Goods 521.52 285.05

(c) Capital Goods Nil

(d) Spare Parts 138.77 223.83

(e) Foreign Traveling/ 536.33 487.77 Selling Expenses

(f) Dividend Nil

Activities relating to export, initiative taken to increase the export, development of new export markets for products and export plan.

The Company taking necessary steps to increase export activities. The Company is having a unit in NSEZ.

PERSONNEL

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)

Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv) of the Act, the Report and Accounts are being sent excluding the statement containing the particulars to be provided under Section 217 (2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the company or write to the Compliance Officer for a copy thereof.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to NSEZ Authorities, Banks, Business Associates and Shareholders for their unstinted support, assistance and co-operation.

Your Company and its Directors also acknowledge with thanks the full fledged co-operation received from the employees at all levels.

For and on behalf of the Board

Place: Noida PADMANABH P. VORA

Date : May 28, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Twenty-First Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. in lacs)

PARTICULARS Year ended Year ended

31.03.2012 31.03.2011

Gross Sales and other Income 46,733.51 43,430.71

Profit before Interest, Depreciation & Tax 4,448.69 1,996.21

Depreciation 1,409.30 1,344.73

Gross Profit 3,039.39 651.48

Interest 2,284.93 1,659.56

Profit Before Tax 754.46 (1008.08)

Less : Capital advances written off 389.43 -

Provision for Tax (205.64) 123.85

Profit After Tax 570.67 (884.23)

Balance of Profit / (Loss) brought forward 3,169.30 4,053.52

Balance of Profit carried forward to next year 3,739.97 3,169.30

Previous year's figures have been regrouped/ rearranged wherever considered necessary.

FINANCIAL AND OPERATIONAL PERFORMANCE

During the year under review, Gross Sales was recorded at Rs. 46,667.02 lacs as against Rs. 43,269.12 lacs in 2010-2011, an increase of 7.85% over 2010-11. The sales for the Automotive Business in 2011-2012 has decreased from Rs. 24,870.16 lacs in 2010-2011 to Rs. 24,387.34 lacs i.e. a fall of 1.95% and the Earning before interest, depreciation and taxes has increased from Rs. 5,029.68 lacs to Rs. 5,108.18 lacs i.e. an increase of 1.56 % over 2010-2011. In case of General Lighting Business, the sales in 2011-2012 have increased from Rs. 18,398.96 lacs in 2010-2011 to Rs. 22,279.68 i.e. by 21.09% and the Earning before interest, depreciation and taxes has improved from Rs. (3,033.47) lacs in 2010-2011 to Rs. (659.49 lacs) in 2011-2012. Profit before tax (PBT) was Rs.754.46 lacs against Rs. (1,008.08) lacs and Net Profit after tax at Rs. 570.67 lacs as against Rs. (884.23) lacs in 2010-2011.

BUSINESS/OPERATIONS

Auto Business:

The Auto ancillary business saw average growth globally. The domestic market which rides on the back of auto industry saw a low double digit growth. Halonix sales grew 17% YOY on domestic front driven by a strong performance by the OEM segment. The OEM sales grew by 20% and Halonix Branded sales grew by 13%. Exports sales were subdued mainly on account of low sentiment caused by the Eurozone crisis. Halonix gained market share in OEM segment from competitors in both 2 wheelers as well as 4 wheelers. New customers / markets were developed in Latin America, Middle-East, and CIS region as well.

General Lighting Business:

The General Lighting Business grew by 30% year on year aided by rapid growth in retail sales.

The Company has taken a strategic decision to get out of the Private labeling business. Company is only selling Non-Integrals which are not prone to high warranty levels in the private label and saw a 27% dip in the sales for this segment. The Company had to provide for the warranty for private labels this year also, on the lamps sold earlier.

The CDM based CFL projects had a set-back this year on account of the un-certainty with the Climate change treaty post 2012 and the economic turmoil in Eurozone. There were hardly any new projects executed and the financing for these projects was also difficult. The CDM based CFL distribution is expected to restart in 2012 based on the clarification that CER's will be valid post 2012 also for projects registered prior to 2012.

DIVIDEND

Your Board has not recommended any Dividend for the financial year 2011-2012.

CORPORATE GOVERNANCE

Our focus on corporate governance are, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a company's structure, its Board of Directors, its policies and guidelines, its culture and the behavior of not only its officers and directors, but also all of its employees.

Our approach is proactive, starting with our Leadership Team. It is also deeply ingrained in our corporate culture, guiding how we work and how we do business. We apply and adhere to the rules-not just those required by government, but also those we impose on ourselves (OSHAs, ISO etc.) to meet the highest possible standards.

We continually discuss bylaws and governance practices, changing our policies when necessary and pointing out areas where we need to improve our performance. We also compare our practices to the criteria used by outside organizations to evaluate corporate performance.

As an organization we are proud of our strong commitment for maintaining the highest standards of corporate governance. As a listed Company, necessary measures are taken and systems put in place to comply with the Listing Agreement with Stock Exchanges.

A separate Report on Corporate Governance along with a Certificate of Compliances of conditions of Corporate Governance from the Practicing Company Secretary forms part of this Report.

QUALITY POLICY / CERTIFICATION

The Company is committed to provide consistent good quality products to its customers worldwide and for achievement of world class quality in the products manufactured, Management on its part is fully committed to further improve quality and provide all resources to accomplish this task. The Company is also committed to continuously improve safety and health of employees and working environment through institutionalizing proactive safety, health and environmental management strategies.

CERTIFICATION(S)

The organization was first certified ISO 9002 in year 1994 and QS 9000:1998/ISO9001:1994 in Jan 2002 and ISOTS 16949:2002 in May 2003 by RWTUV. The organization was also certified for ISO 14001:2004 and OHSAS 18001:1999 in April 2005 by RWTUV.

The organization is certified for ISO9001:2008 and ISO/ TS16949:2009 for all units located in Noida valid until July 2012 and ISO14001:2004 and OHSAS 18001:2007 is valid until April 2014 BY TUV-NORD.

The Dehradun Plant certification of ISO 9001:2008 and ISO/ TS 16949:2009 are valid until Feb 2014. For Haridwar plant certification of ISO 9001:2008 is valid until August 2014.

The testing lab of 59A Noida is NABL accredited until Oct. 2012. DIRECTORS' RESPONSIBILITY STATEMENT Board of Directors of your Company state:

i. that in the preparation of the annual accounts, applicable accounting standards had been followed along with proper examination relating to material departures, if any;

ii. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the year under review;

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

iv. that the directors have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

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

DIRECTORS

Mr. Gurdeep Singh, is liable to retire by rotation at the forthcoming Annual General Meeting, and being eligible offer himself for re-appointment.

Mr. Gurvikram Singh was appointed as an Additional Director and Managing Director of the Company with effect from 29th day of September, 2011. The Company has received notice(s) under Section 257 of the Companies Act, 1956 for his appointment at the ensuing Annual General Meeting. The Board recommends the same for your approval.

In terms of Clause 49 of the Listing Agreement with Stock Exchanges, the details of the Directors to be appointed/ re-appointed are contained in the accompanying Notice for convening the ensuing Annual General Meeting.

During the period, Mr. Raj Krishan Sahgal, Chairman as well as Director, resigned and was relieved from the Board of the Company with effect from 11th October, 2011. Mr. Rajesh Kochhar, Managing Director, resigned and was relieved from the Board as well as from the office of the Company with effect from 30th June, 2011 and Mr. Susanta Kumar Neogi, Director resigned and was relieved from the Board as well as from the office of the Company with effect from 7th September, 2011. Mr. Steven Mark Enderby has resigned as director with effect rom May 26, 2012. Your Board of Directors wish to place on record their sincere appreciation for the guidance and valuable contribution made by Mr. Raj Krishan Sahgal, Mr. Rajesh Kochhar, Mr. Susanta Kumar Neogi and Mr. Steven Mark Enderby in the deliberations of the Board during their tenure as Directors of the Company.

AUDITORS

M/s. Arun K. Gupta & Associates, Auditors of the Company, retire at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment. The Company has received an eligibility letter under Section 224(1B) of the Companies Act, 1956 from the Auditors and recommend their appointment for your approval.

AUDITORS' COMMENT IN THE AUDITORS REPORT

The Auditors Report of the Company do not carry any comment/ qualification to the Audited Financial Results for the financial year ended 31st March, 2012.

LISTING OF SHARES

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. The Listing Fees for the financial year 2012-2013 has been paid.

COST AUDIT

The Board of Directors, in pursuance of an order made under Section 233B of the Companies Act, 1956, has appointed M/s. J.K. Kabra & Co., Cost Accountants, New Delhi as Cost Auditors for conducting audit of the cost accounts maintained by the Company for the financial year ended 31st March, 2012.

SUBSIDIARY COMPANY

The Company has one unlisted 100% wholly owned subsidiary company "Halonix Technologies Limited". There are no operations during the year in the Company. The Balance Sheet, Profit and Loss Account and schedules thereto along with the Statement in terms of Section 212 of the Companies Act, 1956 forms part of this Annual Report.

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

Information under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given below:

A. Conservation of Energy

The Company continues its policy of priority to energy conservation measures including regular review of energy conservation, consumption and effective control of utilization of energy.

The following energy conservation measures were implemented during the year under review.

- APFC (Auto Power Factor correction Panel) 360 KVAR has been installed to control the reactive power losses now the power factor reading is completely controlled.

- Low wattage lamps replaced in place of high wattage lamps like 250W MHL lamps have been replaced by T5 (28W) and spiral lamps (55W) to reduce the power consumption of lights.

- Motion sensors and time based sensors installed for auto switching of plant and boundary lights to control the unusual working of lights.

During the year under report, Company has consumed units of energy as detailed below:-

Electric Energy - 138.55 (previous year 137.43) lac units supplied by Power Corporation,

15.7 (previous year 21.47) lac units generated by DG sets.

Diesel - 4.64 (previous year 7.09) lac liters for running of DG sets.

(b) Additional - No major

Investments additional investment is required. and proposals, if any, being implemented forreduction of consumption of energy

(c ) Impact of the measures at(a) - Not applicable and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

B. Technology Absorption

Particulars regarding Research & Development, Technology Absorption, Adaptation and Innovation are given under in prescribed Form 'B'.

FORM B' 1. Research & Development (R & D) :

During the year under review the Company did not pursue any projects on Research & Development. The Company's products viz. Halogen Lamps and Compact Flurocent Lamps are produced with well established technologies and therefore does not require any focused Research & Development efforts.

2. Technology Absorption, Adaptation and Innovation

(i) Efforts in brief : Technology to manufacture made towards Halogen Lamps and technology CFL Lamps has been fully absorption, absorbed.

adaptation and innovation

(ii) Benefits derived : Stabilized Operations as a result of the above efforts.

(iii) Details of technology imported during last five years

(a) Technology Imported : N.A.

(b) Year of Import : N.A.

(c) Has technology been fully absorbed : N.A.

(d) If not fully absorbed, area where this : N.A. has not taken place.

Activities relating to export, initiative taken to increase the export, development of new export markets for products and export plan.

The Company taking necessary steps to increase export activities. The Company is having a unit in NSEZ.

PERSONNEL

Report on particulars of the employees required in terms of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, is as under:

Employed throughout the year

Sr. Name Age Designation Remuneration Qualification No. Received (Rs)

1. Mr. Rakesh Zutshi 44 Director Sales & 1,17,51,608 BSc., MBA Marketing

2. Mr. Amar Singh Saini 61 Director 1,12,46,196 D M E Operations

3. Mr. Lalit Ramsharan Bhatia 45 General 62,36,776 BSc, (Power

Manager-SCM Electronics)



Name Experience Date of Last (Years) Comm. of Employment Employment

Mr.Rakesh Zutshi 22 09.07.2007 Gujarat Glass Ltd

Mr.Amruth Singh saini 40 03.05.1991 ECE Industries Ltd.

Mr.Lalit Ramsharan 15 05.02.2009 Supreme Industries

Employed for part of the year

Sr. Name Age Designation Remuneration Qualification No. Received (Rs.)

1. Mr. Rajesh Kochhar* 55 Managing 29,38,933 B.E.

Director (Electronics)

2. Mr. S K Neogi** 67 Executive 31,82,632 M.Tech

Director

Name Experience Date of Last (Years) Comm. of Employment Employment

Mr.Rajesh Kochhar 34 16.11.2009 Landis Gyyr Ltd..

Mr.S.K.Neogi** 41 03.06.1993 HMT Ltd.

*Ceased to be employed with effect from June 30, 2012 **Ceased to be employed with effect from September 30, 2012

Nature of Employment

- The employment is contractual.

Other Terms and Conditions

- The terms and conditions of employment are based on the board resolution, shareholders resolution and appointment letter. Nature of Duties

- All the above personnel look after day-to-day activities of the Company under the supervision of Board of Directors of the Company.

- No employee as mentioned above are related to each other.

The above employees are not holding any shares in the Company.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to NSEZ Authorities, Banks, Business Associates and Shareholders for their unstinted support, assistance and co-operation.

Your Company and its Directors also acknowledge with thanks the full fledged co-operation received from the employees at all levels.

For and on behalf of the Board

Place: Noida PADMANABH P. VORA

Date : May 26, 2012 Chairman

 
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