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Directors Report of Revathi Equipment Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the Thirty Eighth Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2015.

Financial Highlights

The highlights of the performance of your Company during the fiscal are given hereunder:

All figures in Rs. Lakhs Particulars 31.03.2015 31.03.2014

Total Income 7920.14 7975.71

Total Expenditure 7808.51 9384.02

Profit before tax 111.63 (1408.31)

Less: Exceptional items (228.16) (788.80)

Profit / (Loss) before tax (116.53) (2197.11)

Less: Tax expense (20.31) 77.83

Profit / (Loss) after tax (136.84) (2119.28)

Operations / Performance review

Net sales of the company were at Rs. 76.5 Crores which was more or less same as compared to previous year figure of Rs 76.5 Crores. The revenue generated from the performance of the Drill business in the current year was better against the same in the last financial year

PBT before exceptional item for FY 15 was at 1.1 Crores as against Rs. 14.1 Crores loss in FY 14.

Certain measures undertaken in respect of restructuring of construction equipment division, close control on costs by aligning resources to business volumes, inventory control , focusing on order book, better product mix helped company to bring about the turnaround.

Exceptional items for FY 15 was Rs 2.3 Crores as against Rs.7.9 Crores in FY 14. Interest charge was Rs 10.4 Crores for FY 15 against Rs 11.3 Crores for FY 14.

Management discussion and analysis

Structure and Developments, opportunities and Threats, outlook, risk and concern:

Overview of the Economy

India is set to become the world's fastest-growing major economy by 2016 ahead of China, the International Monetary Fund (IMF) said in its recent forecast. India is expected to grow at 6.3 percent in 2015, and 6.5 percent in 2016 by when it is likely to cross China's projected growth rate, the IMF said in the latest update of its World Economic Outlook.

Industrial production grew at a two-month high of 4.1 percent in April, primarily driven by the manufacturing sector, but capital goods growth slowed. However, retail inflation too edged up in May amid worries over deficient monsoon.

Business Environment, outlook & Prospects for FY 2015-16.

Coal India Ltd. (CIL) produced 494 Million To n against target of 507 million ton registering growth of 6.9%.

CIL had unveiled its road map to attain one billion ton coal production by 2019-20. With the projected coal demand of the country by 2020 be 1200 million ton at an envisaged growth rate of 7%. MCL and SECL are expected to play a vital role in CIL's vision of attaining one billion ton production with 250 million ton and 240 million ton respectively.

With this better outlook, Central Government's focus on infrastructure growth, private sector participation on coal mining, it is expected that demand for company's products will grow better.

First quarter of FY 16 reflects improvement in business with sales at Rs 34.2 Crores and profit after tax at Rs 4.6 Crores; prior year first quarter sales were Rs 11.6 Crores with a loss of Rs 1.6 Crores.

Transfer to reserves

Due to losses incurred in current year, the Company is unable to transfer any amount to its Reserves.

Dividend

No dividend has been declared in the financial year under review having regard to results of the year.

Transfer of unclaimed dividend to investor education and protection fund

In terms of Section 205A & 205C of the Companies Act, 1956, an amount of Rs.1,03,540/- being unclaimed dividend (2005-06) was transferred during the year to the Investor Education and Protection Fund established by the Central Government. Further, there is no due for remittance of any unclaimed or unpaid Dividend to the Investor Education and Protection Fund established by the Central Government.

Share capital

The paid-up capital of the Company as at 31.03.2015 stood at Rs.3,06,69,430/-. During the year under review, the Company has not made any fresh issue of shares.

Extract of 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, in Form MGT-9 is furnished in Annexure A and is attached to this report.

Board meetings and its committees conducted during the period under review

The Company had conducted Seven (7) Board meetings, Five (5) Audit Committee Meetings, Four (4) Stakeholders Relationship Committee Meetings and Two (2) Nomination and Remuneration Committee Meetings during the period under review. Further details of the same have been enumerated in the Corporate Governance Report annexed herewith.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013, with respect to Directors' Responsibility Statement, the Board hereby confirm that -

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departure from those standards;

b) 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 and loss of the company for that period;

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

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

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

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

Details in respect of frauds reported by auditors under Section 143(12) of the Companies Act, 2013 other than those which are reportable to the central government

There have been no frauds reported by the Auditors pursuant to Section 143(12) of the Companies Act, 2013.

Declaration of independent directors

The Company has received the declarations from all the independent directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges.

Company's policy relating to directors appointment, payment of remuneration and other matters provided under Section 178(3) of the Companies Act, 2013

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for fixing and revising remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and employees of the Company. The Remuneration policy of the Company is annexed herewith as Annexure B and can also be accessed on the Company's website at the link http://www.revathi.in/wp-content/themes/rel/pdf/Nomination- Remuneration-Policy.pdf

Comments on Auditors' Report:

In respect of the qualification(s) made by the Statutory Auditors in their Report, your Directors wish to state as under;

S. No. Independent Auditors' Qualifications Reply to the Auditors' Qualifications

1. Approval is awaited from Central Government for excess As required by MCA vide their letter dated 30th September payment of remuneration of Rs 4.06 lacs for the 2015, necessary resolution pursuant to the provisions of financial year 2013-14 (Note No 22(a)). the new Companies Act, 2013 has been included in the AGM notice under item no. 4

2. In absence of any valuation for certain fixed assets Valuation of assets is estimated to be equal or more than pertaining to Construction Equipment Division held for the value expected to be realised on disposal of assets. disposal (note 32(a)) and its impact on financial Hence valuation of assets will be made at the time of statements is presently not ascertainable. disposal of assets.

In respect of the qualification(s) made by the Secretarial Auditor in his Report, your Directors wish to state as under;

S. Secretarial Auditors' Qualifications Reply to the Secretarial Auditors' Qualifications No.

1. The payment of consultancy fees to a Non-executive Necessary resolution has been included in the AGM Director of the Company is subject to the approval of notice for payment of consultancy fees to a Non- executive the shareholders under Clause 49(II) (C) of the Listing Director of the Company.

Agreement entered into with the Stock Exchanges.

2. The composition of the Board of Directors for the period The Board of Directors have appointed two independent upto 24.11.2014 is not in conformity with the directors on 25th November 2014 and complied with the requirements of Clause 49(II)(A) of the Listing Agreement requirements of Clause 49(II) (A) of the Listing Agreement. entered into with the Stock Exchanges.

3 The Company has made an application to the Central As required by MCA vide their letter dated 30th September

Government for waiver of recovery of excess remuneration 2015, necessary resolution pursuant to the provisions of of Rs.4.06 Lakhs paid to Mr.Abhishek Dalmia, Executive the new Companies Act, 2013 has been included in the Chairman of the Company for which requisite approval AGM notice under item no. 4 is awaited.

Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

Particulars of contracts or arrangements with related parties

All transaction entered into with related parties as defined under Section 188 of the Companies Act, 2013 during the financial year 2014-15 were in the ordinary course of business and on an arm's length basis. Since there are no transactions which are not on arm's length basis and material in nature, the requirement of disclosure of such related party transactions in Form AOC-2 does not arise.

Material changes and commitments affecting the financial position of the company:

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure C and is attached to this report.

Statement concerning development and implementation of risk management policy of the company

The Company has been addressing various risks impacting the business of the Company and risk mitigation measures are being taken then and there.

Lower than expected GDP growth in infrastructure sector, particularly in coal and construction segment may impact your company's prospects.

Details of policy developed and implemented by the company on its corporate social responsibility initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Annual evaluation of the Board on its own performance and of the individual directors and Committees

As per the requirements of the Companies Act, 2013 and the clause 49 of the listing agreement, the formal annual evaluation of the Board as a whole, its committees and individual directors was conducted based on the criteria and framework adopted by the Board. The evaluation process included an assessment of each director's eligibility, skills and knowledge and the Board is satisfied that all the Directors on the Board are competent and have the necessary experience to effectively execute their duties.

The Board also evaluated the working of the Committees and the Board expressed its satisfaction on the quality, quantity and timeliness of the flow of the information between the Committees and the Board. The Independent Directors of the Company have also convened a separate meeting for reviewing the performance of Non-Independent Directors and the Board as a whole.

Directors & Key Managerial Personnel

During the year under review, the members have approved the appointment of Mr.S.C.Katyal and Mr.B.V.Ramanan as the Independent Directors of the Company for a period of five years.

Mr. B.D. Narang and Mr.P.M.Rajanarayanan have resigned from the Directorship with effect from 27th October 2014 and 25th November 2014 respectively. Your Directors wish to place on record the valuable services rendered by them during their tenure of Office as Directors of the Company.

The Board appointed Mr.Kishore Sidhwani and Mr.M. Poongavanam as additional directors on the Board with effect from 25th November 2014 and subsequently in accordance with Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, they were appointed as Independent Directors of the Company on 22nd January 2015 by the members through Postal Ballot.

As per the provisions of the Companies Act, 2013, Mr.S.Hariharan, Director, retires at this Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment.

The Board of Directors at their meeting held on 10th July 2015 have re-appointed Mr.Abhishek Dalmia as the Executive Chairman of the Company for a further period of 5 years with effect from 1st April 2016 on such remuneration as recommended by the Nomination and Remuneration Committee. The Board recommends his re-appointment.

Subsidiaries, joint ventures and associate companies

The Company has two subsidiaries namely M/s. Semac Consultants Pvt Ltd - a material subsidiary within the definition of clause 49 of the listing agreement and M/s. Semac and Partners, LLC - step down subsidiary.

M/s. Panchtatva Realty (joint venture) is an Association of Persons (AOP) in which the Company is having 54% holding.

A report containing the salient features of the subsidiaries and joint ventures as required under Section 129(3) of the Companies Act, 2013 has been annexed herewith in Form AOC-1 and is attached as Annexure D to this report.

The policy on determination of material subsidiaries of the company as approved by the Board of Directors has been uploaded on the website of the Company and can be accessed at the link http://www.revathi.in/wp-content/themes/rel/pdf/Material-Subsidiary- Policy.pdf

The consolidated financial statements of the company and its subsidiaries and joint ventures have been prepared in accordance with the applicable accounting standards have been annexed to the Annual Report.

The annual accounts of the subsidiary companies are posted on the website of the Company viz. www.revathi.in and will also be kept open for inspection by any shareholder at the Registered Office of the Company. The Company shall also provide the copy of the annual accounts of subsidiary companies to the shareholders upon their request.

Fixed deposits

The company has not accepted any deposits from public during the year and accordingly there are no unclaimed deposits as at 31/03/2015.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future.

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future.

Internal control systems and their adequacy.

Your company is committed to maintaining an effective internal control environment and a system of accounting and control that provides assurance on the efficiency of operations, existence of internal controls and safeguarding of its assets and management of risks. The system of accounting and controls are modified and improved from time to time, in line with changes in business conditions and recommendations of internal auditors.

During the financial year under review, the Audit Committee met five times to examine the reports on internal control/audit systems, financial disclosures and monitoring the implementation of internal audit recommendations. Your company continues to focus on risk management and also evaluate the internal control systems continuously so as to minimize and mitigate risks and improve control systems.

Auditors

Statutory auditors

M/s Lodha & Co, Chartered Accountants, Kolkata have expressed their unwillingness to be reappointed as the Statutory Auditors of the Company at the ensuing AGM. The Directors wish to place on record their appreciation for the valuable services rendered by them. The shareholders approval is being sought for the appointment of M/s. S.S. Kothari Mehta & Co (Firm Registration No. 000756N) Chartered Accountants, New Delhi in the place of M/s Lodha & Co, Chartered Accountants, Kolkata for a period of 5 years commencing from the conclusion of the ensuing Annual General Meeting up to the conclusion of the Annual General Meeting of the Company which ought to be held during the year 2020 subject to ratification by the Shareholders annually. The Company has received a certificate from the Auditors M/s. S.S. Kothari Mehta & Co (Firm Registration No. 000756N) Chartered Accountants, New Delhi, to the effect that if the appointment is made, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.M.D.Selvaraj, MDS & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed herewith as Annexure E to this report.

Particulars of Employees

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

The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees who are in receipt of remuneration in the aggregate at the rate of not less than Rs.60,00,000/- if employed throughout the year or Rs.5,00,000/- per month if employed for part of the year.

Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy on Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no complaints received from any employee during the financial year 2014-15.

Corporate governance

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as Auditors' Certificate regarding compliance of conditions of Corporate Governance forms part of this Annual Report.

Vigil mechanism (whistle blower policy)

The Company has provided for adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Company's code of conduct. The policy can be accessed on the Company's website at http://www.revathi.in/wp-content/themes/rel/pdf/Whistle-Blower-Policy.pdf

CEO/CFO certification

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Whole-time Director and the Chief Financial Officer has furnished necessary certificate to the Board on the financial statements presented.

Human resources

Your company realizes that it has to re-orient its organization as dynamics of business are changing fast. The company is taking steps to retain its talent pool, enhance skill of existing people and recruit the most suited talent to spearhead its growth initiatives.

Cautionary note

Certain statements in "Management Discussions and Analysis" section may be forward looking and are stated as required by law and regulations. Many factors, both external and internal, may affect the actual results which could be different from what the directors envisage in terms of performance and outlook.

Appreciation

The Directors express their sincere appreciation of dedicated efforts put in by our employees and their commitment to make the company a high performance Company. The Directors also place on record their appreciation of the continued support and recognition provided by our esteemed customers and bankers.

By Order of the Board

For Revathi Equipment Limited

Place : Bangalore Abhishek Dalmia

Date : October 17, 2015 Executive Chairman

DIN : 00011958


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty seventh Annual Report together with the audited accounts of your Company for the year ended March 31, 2014

Financial Results All figures in Rs. Million

Particulars FY 14 FY 13

Total Income 797 1136

Total Expenditure 938 1165

Profit before tax (141) (30)

Less: Exceptional items (79) -

Profit / (Loss) before tax (220) (30)

Less: Tax expense 8 (1)

Profit / (Loss) after tax (212) (31)

Appropriation made as under:

Transfer to General Reserve - -

Surplus/deficit carried to Balance Sheet (212) (31)

Dividend

No dividend has been declared in the financial year under review having regard to results of the year.

Performance Review

Net sales of the company were lower at Rs. 765 million as compared to previous year figure of Rs 1090 million. While the construction equipment business continued to be sluggish, in respect of drilling equipment business, impasse in capital investment and decision making in mining sector resulted in lower sales.

EBIDTA (Loss) for the year was Rs 10 Million as compared to profit of Rs 100 Million in the previous year, mainly due to lower sales volume.

Interest and depreciation charge for the year was more or less at last year levels.

Overview of the Economy

Indian economy continued to be sluggish for the second year in succession. GDP growth at 4.7% in FY 14 and 4.5% in FY 13 were the lowest in the last decade.

Manufacturing and mining sector shrunk in FY 14 and lacklustre infrastructure activity dampened construction growth. In fact mining posed negative growth for last two years in succession. Production of coal grew by a meager of 0.8%.

With stable new Government in power at centre, the period of business pessimism on account of paralysis in decision making at political and bureaucratic level is ending. The Coal sector suffered badly with much less than expected release of orders for capital equipment because of inordinate delays in finalizing tenders. Coal for power plants remained scarce and many power projects were either underutilized or could not be commissioned. Drill plant remained heavily underutilized resulting in poor results. We have restructured our cost base.

Construction industry has been badly hit by non clearance of projects despite the fact that this industry is the largest employer in India after agriculture. This impacted very badly our construction equipments resulting in cost restructuring of the business. The business has been downsized and losses on restructuring have been booked this year.

Business Environment & Prospects for FY 2014-15

Production of coal is expected to grow at 9.7%. With clearance of large number of infrastructure projects, the demand for our products is expected to improve. Coal production and imports have both picked up. Coal India has planned 20 more new mines while other macro indicators and particularly the business confidence has reflected improved levels. This new Government has been focusing on infrastructure as a sector of choice to put the economy back on growth trajectory. Infrastructure sector is witnessing a resurgence in sentiment and there is renewed interest both by domestic and international players. This augurs well for our products.

With the focus on infrastructure, particularly, coal mining, capex spending by PSUs will accelerate the demand for company''s products. More participation by private sector in mining is also expected in this fiscal which will boost the demand for mining equipments.

We expect good order flow from water prospecting sector

Expected improvement in order flows, cost rationalization measures implemented across the organization, restructuring of construction equipment business are expected to yield better results.

Subsidiary Companies

Semac Consultants Pvt Ltd (Semac)

Semac Consultants Pvt. Ltd (Semac) is providing architecture and Engineering Design solutions for realty sector catering to industrial and commercial segments.

Revenue of Semac was at Rs 755 million in FY14 as against Rs 760 million in FY13. The subsidiary made profit before tax (PBT) of Rs 156 million in FY14 against the PBT of Rs. 117 million in FY13 as a result of better customer selection / profile and cost improvement efforts. With expected improvement in building activities, we expect to improve performance this year.

Renaissance Construction Technologies India LLP

Your company retired from the Renaissance Construction Technologies India LLP with effect from 31st December 2013. Consolidated Financial Statements

Your directors have pleasure in attaching the consolidated financial statements by consolidating accounts of Revathi Equipment Ltd., Renaissance Construction Technologies India LLP, Semac Consultants Pvt. Ltd. (subsidiary company) and Panchtatva Realty (a Joint Venture in which the company has 54% stake) under applicable accounting Standards of the Institute of Chartered Accountants of India.

On consolidated basis, the total revenue for FY14 was Rs.1757 Million (FY13 Rs.2199 Million) and PBT (Loss) was Rs 51 Million for FY14 against Profit of Rs 123 Million in FY 13.

Fixed Deposits

The company has not accepted any deposits from public during the year and accordingly there are no unclaimed deposits as at 31/03/2014.

Human Resources

Your company realizes that it has to re-orient its organization as dynamics of business are changing fast. The company is taking steps to retain its talent pool, enhance skill of existing people and recruit the most suited talent to spearhead its growth initiatives.

Risks and Concerns

Lower than expected GDP growth in infrastructure sector, particularly in coal and construction segment may impact your company''s prospects.

Inflation and rising interest costs continue to cause worry.

Cautionary Note

Certain statements in "management discussions and analysis" section may be forward looking and are stated as required by law and regulations. Many factors, both external and internal, may affect the actual results which could be different from what the directors envisage in terms of performance and outlook.

Internal Control

Your company is committed to maintaining an effective internal control environment and a system of accounting and control that provides assurance on the efficiency of operations, existence of internal controls and safeguarding of its assets and management of risks. The system of accounting and controls are modified and improved from time to time, in line with changes in business conditions and recommendations of internal auditors.

During the financial year under review, the Audit Committee met four times to examine the reports on internal control/audit systems, financial disclosures and monitoring the implementation of internal audit recommendations. Your company continues to focus on risk management and also evaluate the internal control systems continuously so as to minimize and mitigate risks and improve control systems.

Board constitution

The Company, pursuant to the provisions of section 149(4) of the Companies Act, 2013 and of amended clause 49 of the Listing Agreements entered into with Stock Exchanges, is appointing Mr. S.C Katyal, Mr. B.D.Narang and Mr. B.V.Ramanan as Independent Directors of the Company at the ensuing Annual General Meeting (AGM).

In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the notice of the ensuing AGM of the Company.

Directors Mr.P.M.Rajanarayanan and Mr.Chaitanya Dalmia retire by rotation and being eligible have offered themselves for re- appointment.

As per the provisions of Section 149(1) of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement, the Company should have at least one woman director. Accordingly, Mrs. Deepali Dalmia was appointed as additional Director of the Company at the meeting of Board of Directors held on 08th August 2014 and the proposal for her appointment as director is being placed at the ensuing AGM of the company.

Conservation of Energy

As regards conservation of energy, company continued its efforts by elimination of waste, improvement in power factor and by good maintenance of various equipments. No capital investment was made during the year in this regard. As the cost of energy in the total cost is insignificant and considering the nature of our industry, measurement of savings in energy could not be undertaken.

Technology Absorption

Particulars with regard to technology absorption as required under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are furnished in the annexure and the same forms part of this report.

Foreign exchange earnings and outgo

The Company earned foreign exchange of Rs. 45 million and the foreign exchange outgo during the year amounts to Rs 85 million.

Personnel/Industrial relations

Industrial relations were satisfactory during the year.

In terms of Sub- section (2A) of Section 217 of the Companies Act 1956, the company has no employee drawing salary exceeding Rs.60.00 lakhs per annum or Rs.5.00 lakhs per month during the year under review.

Directors'' responsibility statement

The Board of Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

(iv) the directors had prepared the annual accounts on a going concern basis.

Auditors

M/s Lodha & Co., Chartered Accountants, Kolkata due to retire at the end of the Annual General Meeting, being eligible, offer themselves for reappointment.

Auditors qualifications in Independent Auditors REPORT

Following two qualifications were noticed in Independent Auditors Report and the board recorded its reply as given below:

(a) Payment of managerial remuneration amounting to Rs 4.06 lacs is subject to approval of Central Government;

Steps are being taken to get approval from Central Government in this regard.

(b) In absence of any valuation for certain fixed assets pertaining to Construction Equipment Division held for disposal and its impact on financial statements is presently not ascertainable;

Valuation for the assets will be made at the time of disposal of assets.

Appreciation

The Directors express their sincere appreciation of dedicated efforts put in by our people and their commitment to make the company a high performance Company. The Directors also place on record their appreciation of the continued support and recognition provided by our esteemed customers and bankers.

For and on behalf of the Board of Directors

Place : Chennai Abhishek Dalmia Date : August 8, 2014 Executive Chairman


Mar 31, 2013

The Directors have pleasure in presenting the Thirty sixth Annual Report together with the audited accounts of your Company for the year ended March 31, 2013

Financial Results

All figures in Rs. Million

Particulars FY 13 FY 12

Total Income 1136 1283

Total Expenditure 1166 1285

Profit before tax (30) (2)

Less: Tax expense (1) (2)

Profit/(Loss) after tax (31) (4)

Appropriation made as under:

Transfer to General Reserve

Surplus / deficit carried to Balance Sheet (31) (4)

Dividend

No dividend has been declared in the financial year under review having regard to results of the year and need to conserve resources

Performance Review

Net sales of the company were lower at Rs. 1090 million against Rs.1262 million last year primarily because of very low sales of Construction Equipments. Good performance of drill division has been negated by poor performance of construction equipment business, resulting in net loss of Rs.31 millions.

The Company has decided to restructure its construction equipment business by realigning its resources to the expected lower level of business with a view to effect reductions in expenses/ costs as well working capital requirements.

Overview of the Economy

The Indian Economy has been slowing down continuously over last two years. Fiscal and current a/c deficits, inflation not abating, tight monetary conditions, declining net exports coupled with governance issues and inordinate delays in clearances with regard to environment clearances, land acquisition, fuel linkages and paralysis in decision making/ policy initiatives have eroded business confidence The recent rupee depreciation has added to the woes of the Indian Economy. The consumer demand which had lead to growth has also slowed down. Capacity utilization in capital goods sector is at around 70% with above normal inventory levels and hardly anyone is adding capacities.

The Government has started announcing certain measures like raising the limits of FDI in various sectors, clearances of pending projects and promises to clear more and more projects primarily relating to infrastructure. The investment in manufacturing is at its lowest. However, the perception of business and public at large continues to be negative and will turn positive only when they see the realities on the ground

The steps taken by the Government in recent weeks/months will take time for policy intent to be translated to economic / industrial revival. It will take still longer time for capital goods sector because of under utilized equipments and higher inventory levels. Hence, it will be difficult to assume benefits of various measures in FY 14

Currently, significant micro risks prevail from slow down, high current a/c and fiscal deficits and inflation above threshold limits which is impacting growth substantially.

Business Environment & Prospects for FY 2013-14

Coal India, the company''s main customer, endeavors to step up the Domestic Coal Production in order to meet the growing needs of our economy. During the year 2012-13, the overall production of coal has increased by 17.5 million tonnes. Of this increase, close to 16.4 Million Tonnes came from Coal India Ltd. (CIL). CIL has also registered a growth of 1.3% in production, 1.8% in off-take and 7.4% in coal supply to the power sector during April-May 2013. Keeping in mind the aim of increasing the coal production, 7 Open Cast Mines of total capacity of about 25 million tonnes are proposed to be offered to Mine Developer-cum- Operators (MDOs) within this year.

The business from Coal India is expected to be better this year during FY14 as a number of tenders pending for a long time are at the finalization stage. Our efforts to broad base our business in terms of products and markets including export are ongoing will start giving benefits from now on.

Prospects for construction equipments are not expected to improve. Accordingly, capacities as well resources deployed will be very closely aligned to business needs with a view to cut costs during this year.

Subsidiary Companies

Semac Consultants Pvt Ltd (Semac)

Potential Semac Consultants Pvt. Ltd (P S) name has been changed as Semac Consultants Private Ltd.

Semac Consultants Pvt. Ltd (Semac) is providing architecture and Engineering Design solutions for realty sector catering to industrial and commercial segments

Total revenue of Semac was at Rs 760 million in FY13 as against Rs 670 million in FY12 registering an increase of 13.4%. The subsidiary made a profit (PBT) of Rs. 117.2 million in FY13 against the profit of Rs 1.2 million in FY12. Considerable decrease in expenses and increase in revenue resulted in improved increase of profitability.

Renaissance Construction Technologies India LLP

Renaissance Construction Technologies India Ltd., wholly owned subsidiary, commenced its operations in FY12 by undertaking design and build projects and offering PMC services. The subsidiary company was converted into Limited Liability Partnership with effect from 27.12.2012.

Revenue from operations of this entity was at Rs 348.4 million in FY13 against Rs 56.7 million in FY12 registering an increase of 514% and earned a PBT of Rs 56.1 million in FY13 against loss of Rs 7.30 Million in FY12.

Consolidated Financial Statements

Your directors have pleasure in attaching the consolidated financial statements by consolidating accounts of Revathi Equipment Ltd., Renaissance Construction Technologies LLP. (wholly owned subsidiary), Semac Consultants Pvt. Ltd. (subsidiary company) and Satellier Holdings Inc. USA under applicable accounting Standards of the Institute of Chartered Accountants of India.

On consolidated basis, the total revenue for FY13 was Rs.2.25 billion (FY12 - Rs.2.02 billion) and PBT was Rs 123 million against loss of Rs 27 Million. Increase in sales revenue and resultant profit is due to better performance of subsidiaries.

Human Resources

Your company realizes that it has to re-orient its organization as dynamics of business are changing fast. The company is taking steps to retain its talent pool, enhance skill of existing people and recruit the most suited talent to spearhead its growth initiatives. Your company''s business has been divisionalised and business unit heads are in place.

Risks and Concerns

Lower than expected GDP growth in infrastructure sector, particularly in coal and construction segment may impact your company''s prospects.

Inflation and rising interest costs continue to cause worry.

Cautionary Note

Certain statements in "management discussions and analysis" section may be forward looking and are stated as required by law and regulations. Many factors, both external and internal, may affect the actual results which could be different from what the directors envisage in terms of performance and outlook.

Internal Control

The company is committed to maintaining an effective internal control environment and a system of accounting and control that provides assurance on the efficiency of operations, existence of internal controls and safeguarding of its assets and management of risks. The system of accounting and controls are modified and improved from time to time, in line with changes in business conditions and recommendations of internal auditors.

During the financial year under review, the Audit Committee met four times to examine the reports on internal control/audit systems, financial disclosures and monitoring the implementation of internal audit recommendations. Your company continues to focus on risk management and also evaluate the internal control systems continuously so as to minimize and mitigate risks and improve control systems.

Board constitution

In accordance with the Articles of Association of the company, Mr. B.V.Ramanan and Mr. B.D.Narang retire by rotation and being eligible, seek re-appointment.

Conservation of Energy

As regards conservation of energy, company continued its efforts by elimination of waste, improvement in power factor and by good maintenance of various equipments. No capital investment was made during the year in this regard. As the cost of energy in the total cost is insignificant and considering the nature of our industry, measurement of savings in energy could not be undertaken.

Technology Absorption

Particulars with regard to technology absorption as required under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are furnished in the annexure and the same forms part of this report.

Foreign exchange earnings and outgo

The Company earned foreign exchange of Rs. 46.9 million and the foreign exchange outgo during the year amounts to Rs 110.8 million.

Personnel/Industrial relations

Industrial relations were* satisfactory during the year.

In terms of Sub- section (2A) of Section 217 of the Companies Act 1956, the company has no employee drawing salary exceeding Rs.60.00 lakhs per annum or Rs.5.00 lakhs per month during the year under review.

Directors'' responsibility statement

The Board of Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

(iv) the directors had prepared the annual accounts on a going concern basis.

Appreciation

The Directors express their sincere appreciation of dedicated efforts put in by our people and their commitment to make the company a high performance Company. The Directors also place on record their appreciation of the continued support and recognition provided by our esteemed customers. For and on behalf of the Board of Directors

Place : Chennai Abhishek Dalmia

Date : July 12, 2013 Executive Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Thirty fifth Annual Report together with the audited accounts of your Company for the year ended March 31, 2012

Financial Results

All figures in Rs. Million

Particulars FY 12 FY 11

Total Income 1283 1283

Total Expenditure 1285 1159

Profit before tax (2) 124

Less: Tax expense (2) 12

Profit / (Loss) after tax (4) 112

Appropriation made as under:

Transfer to General Reserve - -

Surplus / deficit carried to Balance Sheet (4) 112

Dividend

No dividend has been declared in the financial year under review having regard to results of the year and need to conserve resources

Performance Review

Net sales of your company in FY 12 was at Rs 1262 million which was higher by Rs 129 Million (11%) over last year net sales of Rs. 1133 Million.

The company reported a net loss of Rs 2.4 Million against profit before tax of Rs 124 Million last year. The business environment was sluggish for infrastructure sector. While the drill division reported better operational performance, there was substantial shortfall in sales growth of construction equipments leading to losses which were offset by Drill Division results. While inflationary conditions prevailed in all sectors of the economy resulting in all round cost increases, the scope of offsetting the inflation effect through selling prices or resource compression was extremely limited. Higher working capital and consequential higher borrowings coupled with increase in interest rates, pushed up interest costs. Further, investments did not generate any positive cash flows.

Overview of the Economy

During FY 12, our country witnessed lowest GDP growth of 6.5% since FY 03. The slow down was mainly due to RBI's tight monetary policy and rising interest rates to contain inflation, weak global sentiments and environmental issues in mining sector. Government policies and governance issues have added to industry's woes.

While mining sector output turned negative in FY 12 against 5% growth in the previous year, heavy slow down was witnessed in construction and construction related sectors.

Business Environment & Prospects for FY 2012-13

Everyone in Government at the highest level as well the economic advisers recognize the immediate need to increase coal production to provide the much needed power to sustain growth. While not much has happened on the ground, we expect that things are now going to change for the better.

It is expected that the Prime Minister with Finance portfolio under his charge is going to initiate reforms to improve the business sentiment and take immediate steps to remove bottlenecks in power and hence coal and other infrastructure sectors are likely to grow better. We do expect the Company's performance to be better in the current year based on indications visible today and things are likely to happen in near future.

Subsidiary Companies

Potential Semac Consultants P.Ltd (P S)

Potential Semac Consultants P.Ltd (P S) is providing Engineering Design solutions for realty sector catering to industrial and commercial segments

Total revenue of P S was at Rs 566 million in FY 12 as against Rs 637 million in FY 11 registering a decrease of 11%. The subsidiary incurred a loss of Rs. 16 million in FY 12 against the profit of Rs 121 million in FY 11. The general economy slowed down significantly during the year owing to a virtually stalled approval process and high cost of capital. This led to a significant slowdown in closure of new projects and stalling of projects under execution. This led to lower revenues and resultant margins particularly because of adverse impact of fixed costs.

Renaissance Construction Technologies India Ltd.

Renaissance Construction Technologies India Ltd., wholly owned subsidiary, has commenced its operations in FY 12 by undertaking design and build projects . Revenue from operations was Rs 56 Million and loss incurred was Rs 7.30 Million in FY 12.

Consolidated Financial Statements

Your directors have pleasure in attaching the consolidated financial statements by consolidating accounts of Revathi Equipment Ltd., Renaissance Construction Technologies India Ltd. ( wholly owned subsidiary company), Potential Semac Consultants P.Ltd. (subsidiary company) and Satellier Holdings Inc. USA under applicable accounting Standards of the Institute of Chartered Accountants of India.

On consolidation basis, the total revenue for FY 2012 was Rs 2023 Million (FY 2011 - Rs 2238 Million) and loss (before amortization of goodwill ) was Rs 8.5 million (FY 2011 Rs 152.3 Million). Amortization of goodwill was Rs. 18.4 Million ( FY 2011 Rs 75.7 Million). The reduction in total revenue in FY 12 was mainly due to sale of stake in Monarch Catalyst P.Ltd.( a 26% JV) at the end of FY 11 and lower sale revenue in a subsidiary.

Human Resources

Your company realizes that it has to re-orient its organization as dynamics of business are changing fast. The company is taking steps to retain its talent pool, enhance skill of existing people and recruit the most suited talent to spearhead its growth initiatives. Your company's business has been divisionalised and business unit heads are in place. Organizational development is our key priority.

Risks and Concerns

Lower than expected GDP growth in infrastructure sector, particularly in coal and construction segment may impact your company's prospects.

Inflation and rising interest costs continue to cause worry.

Cautionary Note

Certain statements in "management discussions and analysis" section may be forward looking and are stated as required by law and regulations. Many factors, both external and internal, may affect the actual results which could be different from what the directors envisage in terms of performance and outlook.

Internal Control

The company is committed to maintaining an effective internal control environment and a system of accounting and control that provides assurance on the efficiency of operations, existence of internal controls and safeguarding of its assets and management of risks. The system of accounting and controls are modified and improved from time to time, in line with changes in business conditions and recommendations of internal auditors.

During the financial year under review, the Audit Committee met four times to examine the reports on internal control/audit systems, financial disclosures and monitoring the implementation of internal audit recommendations. Your company continue to focus on risk management and also evaluate the internal control systems continuously so as to minimize and mitigate risks and improve control systems.

Board constitution

In accordance with the Articles of Association of the company, Mr. S.C.Katyal and Mr. Chaitanya Dalmia retire by rotation and being eligible, seek re-appointment.

Mr.P.M.Rajanarayanan has been appointed as additional director on the board on 08.05.2012. The brief particulars relating to directors who are being appointed/reappointed have been annexed along with notice convening annual general meeting.

Managing Director and CEO Mr. K. Sunil Kumar resigned from the board and his resignation was accepted from 11.07.2012. Board wishes to place on record its appreciation for the contribution made by him during his tenure.

Mr. S. Hariharan has been heading finance function in the company over two decades. In recognition of his services rendered by him, he has been elevated to the Board and appointed him as Wholetime Director with effect from 01.08.2012. A proposal for his appointment as Wholetime Director is being placed before members at the ensuing Annual General Meeting.

Conservation of Energy

As regards conservation of energy, company continued its efforts by elimination of waste, improvement in power factor and by good maintenance of various equipments. No capital investment was made during the year in this regard. As the cost of energy in the total cost is insignificant and considering the nature of our industry, measurement of savings in energy could not be undertaken.

Technology Absorption

Particulars with regard to technology absorption as required under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are furnished in the annexure and the same forms part of this report.

Foreign exchange earnings and outgo

The Company earned foreign exchange of Rs. 60.2 million and the foreign exchange outgo during the year amounts to Rs 120.7 million.

Personnel/Industrial relations

Industrial relations were satisfactory during the year.

In terms of Sub- section (2A) of Section 217 of the Companies Act 1956, the company has no employee drawing salary exceeding Rs.60.00 lakhs per annum or Rs.5.00 lakhs per month during the year under review.

Directors' responsibility statement

The Board of Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for that period ;

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

(iv) the directors had prepared the annual accounts on a going concern basis.

Appreciation

The Directors express their sincere appreciation of dedicated efforts put in by our people and their commitment to make the company a high performance Company. The Directors also place on record their appreciation of the continued support and recognition provided by our esteemed customers.

For and on behalf of the Board of Directors

Place : Chennai Abhishek Dalmia

Date : July 31, 2012 Executive Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Thirty Fourth Annual Report together with the audited accounts of your Company for the year ended March 31, 2011

FINANCIAL RESULTS

All figures in Rs. Million

Particulars FY 11 FY 10

Total Income 1283 1206

Total Expenditure 1159 1071

Profit before tax 124 135

Less: Provision for tax 12 36

Profit after tax 112 99

Appropriation made as under:

Transfer to General Reserve - -

Surplus carried to Balance Sheet 112 99

DIVIDEND

No dividend has been declared considering the need to preserve cash for development in the financial year under review.

BOARD CONSTITUTION

In accordance with the Articles of Association of the company, Mr. B.D.Narang and Mr. B.V.Ramanan retire by rotation and being eligible, seek re-appointment.

CONSERVATION OF ENERGY

As regards conservation of energy, company continued its efforts by elimination of waste, improvement in power factor and by good maintenance of various equipments. No capital investment was made during the year in this

regard. As the cost of energy in the total cost is insignificant and considering the nature of our industry, measurement of savings in energy could not be undertaken.

TECHNOLOGY ABSORPTION

Particulars with regard to technology absorption as required under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are furnished in the annexure A and the same forms part of this report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Your company earned foreign exchange of Rs. 113 million and the foreign exchange outgo during the year amounts to Rs 118 million.

PERSONNEL/INDUSTRIAL RELATIONS

Industrial relations were satisfactory during the year.

In terms of Sub- section (2A) of Section 217 of the Companies Act 1956, Your company has no employee drawing salary exceeding Rs.60.00 lakhs per annum or Rs.5.00 lakhs per month during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of Your company at the end of the financial year and of the profit or loss of Your company for that period ;

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

(iv) the directors had prepared the annual accounts on a going concern basis.

APPRECIATION

The Directors express their sincere appreciation of dedicated efforts put in by our people and their commitment to make your company a high performance Company. The Directors also place on record their appreciation of the continued support and recognition provided by our esteemed customers.

For and on behalf of the Board of Directors

Abhishek Dalmia K.Sunil Kumar

Executive Chairman Managing Director & CEO


Mar 31, 2010

The Directors have pleasure in presenting the Thirty third Annual Report together with the audited accounts of your Company for the year ended March 31, 2010

Financial Results

All figures in Rs. Million

Particulars FY 10 FY 09

Total Income 1206 947

Total Expenditure 1071 905

Profit before tax 135 42

Less: Provision for tax 36 6

Profit after tax 99 36

Appropriation made as under:

Transfer to General Reserve - 30

Surplus carried to Balance Sheet 99 6

Dividend

No dividend has been declared considering the need to preserve cash for development in the financial year under review.

Performance Review

Sales of your company increased by 27.4 % to Rs. 1136 Million from Rs. 891 Million.

Profit before tax increased by 219 % to Rs. 135 Million from Rs. 42 Million due to higher sales volume and better product mix.

Board constitution

Board acknowledges the outstanding contribution of Mr. P.M. Rajanarayanan who was the Managing Director of the Company for the past 7 years, and who retired on March 31, 2010.

Board appreciates the contribution of Mr. Ajay Kumar Dhagat during his tenure as Director of the Company.

The board had appointed Mr. K. Sunil Kumar as Managing Director and CEO, with effect from April 01, 2010. A proposal for his appointment as Managing Director & CEO is being placed before the members for approval at the Annual General Meeting.

In accordance with the Articles of Association of the company, Mr. Chaitanya Dalmia and Mr.S.C.Katyal retire by rotation and being eligible, seek re-appointment.

Conservation of Energy

As regards conservation of energy, company continued its efforts by elimination of waste, improvement in power factor and by good maintenance of various equipments. No capital investment was made during the year in this regard. As the cost of energy in the total cost is insignificant and considering the nature of our industry, measurement of savings in energy could not be undertaken.

Technology Absorption

Particulars with regard to technology absorption as required under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are furnished in the annexure A and the same forms part of this report.

Foreign exchange earnings and outgo

The Company earned foreign exchange of Rs. 167 Million and the foreign exchange outgo during the year amounts to Rs 176 Million.

Personnel/Industrial relations

Industrial relations were satisfactory during the year. The particulars, as required under section 217(2A) of the Companies Act, 1956 and the rules framed there under are furnished in the annexure B.

Directors responsibility statement

The Board of Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for that period ;

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

(iv) the directors had prepared the annual accounts on a going concern basis. Appreciation

The Directors express their sincere appreciation of dedicated efforts put in by our people and their commitment to make the company a high performance Company. The Directors also place on record their appreciation of the continued support and recognition provided by our esteemed customers.

For and on behalf of the Board of Directors

New Delhi Abhishek Dalmia K. Sunil Kumar

August 23, 2010 Executive Chairman Managing Dire ctor & CEO

 
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