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Directors Report of Roopa Industries Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 30th Annual Report of your Company and the Audited financial statements for the financial year ended 31st March 2015 together with Auditors' Report thereon.

FINANCIAL RESULTS:

Rupees in lacs Year ended

Particulars 31.03.2015 31.03.2014

Sales and other Income 3104.96 2860.29

Profit before Depreciation and Interest 219.49 (12.34)

LESS :

Depreciation 67.12 59.02

Interest 134.67 122.42

Profit for the year 17.70 (194.63)

Prior period Adjustments - -

Profit before Taxation 17.70 (194.63)

Provision for Taxation : Current Tax - 0.02

Deferred Tax 158 6.03

MAT Entitlement Credit Income Tax - -

Profit after Tax 16.12 (200.68)

Less: Minority Interest - -

Less: Change in Interest of Associate Companies - -

Surplus brought forward from previous year 18.43 219.11

Balance available for appropriation 34.55 18.43

APPROPRIATION:

Dividend - -

Tax on Dividend -

Transfer to General Reserves - -

Balance c/f to Balance Sheet 3455 18.43

PERFORMANCE:

In the year 2014-15, the Company focused on its core business TPP, its allied products. The TPP, its allied products segment turnover grew by 2.73% compared to previous year. The operation of TPP project at Patancheru, Medak District, Telangana State has been stabilized during the year and the Company has made a revenue of Rs.31,04,95,883/-.

The income from operations is Rs.30,97,76,397/- as against Rs.28,55,38,033/- for the corresponding previous year. The profit before tax stood at Rs.17,70,417/-as against Rs.(1,94,63,204) for the previous year. The profit after tax stood at Rs.16,12,294/- as against Rs.(2,00,68,490) for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2015 is Rs.0.20 as against Rs.(2.55)for the corresponding previous year ended 31.03.2014.

DIVIDEND:

Your Directors did not recommend dividend for the financial year 2014-15.

FIXED DEPOSITS:

The Company has not accepted or invited any Deposits and consequently no deposit has matured / become due for re-payment as on 31st March 2015.

DIRECTORS:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Shri V.J.Sarma and Shri M.T.Sreenivasa Rao, Directors of the Company retire by rotation at this Annual General Meeting and being eligible offer themselves for reappointment.

The term of appointment of Shri T.G. Raghavendra and Shri V.J. Sarma as Managing Director and Wholetime Director respectively expires on 30/09/2015. The Nomination and Remuneration Committee of the Company recommended their re-appointment and accordingly Board places their appointment before the Members at the ensuing Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting are being annexed to the Corporate Governance Report as required under Clause 49 of listing agreement forming part of this Annual Report.

Pursuant to the provisions of Section 203 of the Act, the appointment of Shri TG Raghavendra, Chairman & Managing Director and Shri.V.J.Sarma, Whole-time Director, were formalized as the Key Managerial Personnel of the Company.

KEY MANAGEMENT PERSONNEL

During the year Mr.Praveen Kumar, was CFO of the Company, who resigned on 01.05.2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out performance evaluation taking into consideration of various aspects of the Board's functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy which lays down a framework in relation to selection, appointment and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

During the year 7 (seven) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

AUDITORS:

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s.T.Adinarayana & Co, Chartered Accountants, were appointed as statutory auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

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 M/s. Rakhi Agarwal & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2014-15. The Report of the Secretarial Audit Report for Financial Year 2014-15 is annexed herewith as "Annexure-I".

Internal Auditors

Internal auditors of the Company have done audit and their report is reviewed by the Audit Committee from time to time.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not covered under the criteria mentioned in the provisions of Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is presented in a separate section forms part of the Annual Report.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on corporate governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliances forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-II".

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management policy/plan for the Company and ensuring its effectiveness. The Risk Management Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy.

HUMAN RESOURCES:

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) That in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 the year under review;

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

d) That the Directors have prepared the accounts for the financial year ended 31st March 2015 on a 'going concern' basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) That devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in the Annexure III forming part of this Report.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2014-15, the Company received no complaints on sexual harassment.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF REMUNERATION

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as follows:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Name of the Director Ratio to Median Remuneration

T.G.Raghavendra 5.68%

V.J.Sarma 4.55%

(ii) The percentage increase in the median remuneration of employees in the financial year is 5 %

(iii) The number of permanent employees on the rolls of company is 22.

(iv) The explanation on the relationship between average increase in remuneration and company performance;

On an average, employees received an increase of 5%. The increase in remuneration is in line with the market trends.

(v) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Particulars Rs. Lakhs

Remuneration of Key Managerial 33.20 Personnel (KMP) during financial year 2014-15 (aggregated)

Total Revenue 3097.76

Remuneration (as % of Total Revenue) 1.10

(vi) variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year;

Particulars Unit As at As at 31.03.2015 31.03.2014

Closing rate of share at BSE 5.00 9.94

EPS (Consolidated) 0.14 (2.55)

Market Capitalization 5.14 7.39

Price Earnings ratio 35.7 3.89

(vii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The average increase in salaries of employees other than managerial personnel in 2014-15 was 5%. Percentage increase in the managerial remuneration for the year was Nil%

(viii)Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;

Name of Remuneration Total Remuneration Person (Rs. Lakhs) Revenue as % of Total (Rs. Lakhs) Revenue

T.G.Raghavendra 15 3097.76 0.48

V.J.Sarma 12 3097.76 0.39

D. Manoranjani 1.12 3097.76 0.04

Praveen Kumar 5.08 3097.76 0.16

APPRECIATION:

Your Directors wish to place on record their 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, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Company's endeavor to build and nurture strong links with trade based on mutuality, respect and co-operation with each other.

For and on behalf of the Board of Directors

Sd/-

TG RAGHAVENDRA

Place :Hyderabad Chairman & Managing Director

Date :14th August, 2015 (DIN : 00186546)


Mar 31, 2014

Dear members,

The Director have pleased in presenting the Twenty Ninth Annual Report of the Company with Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS:

Rupees in lacs Particulars Year ended

31.03.2014 31.03.2013

Revenue from Operations (Net) 2855.38 3211.60

Profit / (Loss) before Interest, Depreciation and Tax (83.98) 127.41

Interest 51.63 40.47

Depreciation 59.02 56.71

Profit/(Loss)before Tax (194.63) 30.23

Provision for Taxation

Current Tax 0.02 6.63

Deferred Tax 6.03 6.08

Profit/(Loss) After Tax (200.68) 17.52

Add : Balance brought foward from last year 219.11 201.59

Balance carried forward to Balance Sheet 18.43 219.11

Your Company achieved revenue from operations (Net) of Rs.2855.38 lakhs during 2013-14 as against revenue from operations (Net) of Rs. 3211.60 lakhs during 2012-13. The Profit / (Loss) before Interest, Depreciation and Tax during the year under review is Rs.(83.98) lakhs as against Rs.127.41 lakhs during 201213. The scarcity of power supply, its increased costs and recession in market were the main adverse factors caused for poor financial performance of the Company.

However, during the year the Company has concentrated on development of new products and the company is poised for new opportunities for accelerated growth. Hence there is need for ploughing back internal accruals for augmenting the working capital requirement and defer dividend.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Sri V.J.Sarma and Sri M.T.Sreenivasa Rao, Directors of the Company retire by rotation at this Annual General Meeting and being eligible offer themselves for reappointment. The details as required under Clause 49 of listing agreement regarding the above Directors are set out in the Corporate Governance Report forming part of this Annual Report.

Ms. K.Suneeta is appointed as Independent and additional director w.e.f 14/08/2014. Her office is liable to determination at the ensuing Annual General meeting.

With the enactment of the Companies Act, 2013 (''Act'') it is now incumbent upon every listed Company to appoint ''Independent Directors'' as defined in section 149 of the Act, which has been notified w.e.f 1st April 2014, who are not liable to retire by rotation and shall hold office for a term up to 5 (five) consecutive years. The Securities and Exchange Board of India (SEBI) has also amended Clause 49 of the Listing Agreement inter alia stipulating similar conditions for the appointment of Independent Directors by a Listed Company.

Accordingly, it is proposed to appoint Ms K. Suneetha, Mr R.Madan Mohan Rao and Mr O.D.Reddy as Independent Directors under Section 149 of the Act and Clause 49 (revised) of the Listing Agreement to hold office for 5 (five) consecutive years from 30th September, 2014 up to 29th September, 2019. The details as required under Clause 49 of listing agreement regarding the above Directors are set out in the Corporate Governance Report forming part of this Annual Report.

REMUNERATION TO WHOLE TIME DIRECTORS:

Although the members at their Annual General Meeting held on 28.09.2012 approved an increase in remuneration to Chairman and Managing Director and Executive Director, the increase was not given effect as concerned Directors deferred the increment in view of dip in profit margins.

FIXED DEPOSITS:

During the year under review the Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

DISCLOSURES: ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Additional information on conservation of energy, technology absorption, foreign exchange earning and outgo as required to be disclosed in terms of 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 annexed hereto and forms part of this report (Annexure-1).

PARTICULARS OF EMPLOYEES:

No statement giving particulars as required by the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, annexed hereto since none of the employees of the Company are in receipt of remuneration in excess of Rs. 60,00,000/-p.a.or Rs. 5,00,000/- p.m. during the year under review.

CORPORATE GOVERNANCE:

A detailed report on the Corporate Governance for the year 2013-14 as required under the Listing Agreement with the Stock Exchanges is annexed to this Report as Annexure - 2. The Certificate on Compliance of Corporate Governance requirements, issued by the Statutory Auditors of the Company is annexed to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under the Listing Agreement with Bombay Stock Exchange Limited, Mumbai is annexed hereto. (Annexure-3)

AUDIT COMMITTEE:

The Audit Committee continues to function to comply with the requirements of Sec. 292 (A) of the Companies Act, 1956 and also Clause 49 of the Listing Agreement. The Audit Committee comprises of Sri M.T.Sreenivasa Rao Independent Director as Chairman of the Audit Committee. Sri R.Madan Mohan Rao and Sri O.D.Reddy, Independent Directors of the Company as its members.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' responsibility statement, it is hereby confirmed:

(i) That in the preparation of the Accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures:

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 years 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 the 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 Accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis

AUDITORS AND THEIR REPORT:

M/s.T.Adinarayana & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

COST AUDIT:

The Board of Directors, on recommendation of the Audit committee, at their meeting held on 28th May, 2014, has approved the appointment and remuneration of Mr. N.V.S.Kapardhi (M.No.9488), Cost Accountants in practice, as Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year ending March 31,2015 on a remuneration of Rs. 10,000/-. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

The appointment of N.V.S.Kapardhi, Cost Accountants in practice, as Cost Auditors is set out in the Notice of Annual General Meeting for approval of members.

LISTING AT STOCK EXCHANGES:

The Equity Shares of the Company continue to be listed on the Bombay Stock Exchange Limited, Mumbai. The annual listing fee for the year 2014-15 has been paid.

ACKNOWLEDGEMENTS:

Your Directors thank State Bank of India for their continuous unstinted support for the growth of the Company. Your Directors thank the various departments of the Central and State Governments and Bankers of the Company for their co-operation and assistance. Your Directors also thank the shareholders of the Company for their continued interest and support and finally all the employees for their services during the year.

For and on behalf of the Board of Directors

Place: Hyderabad TG RAGHAVENDRA Date: August 25th, 2014 Chairman & Managing Director (DIN : 00186546)


Mar 31, 2013

To The Members of the Company

The Directors have pleased in presenting the Twenty Eighth Annual Report of the Company with Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

Rupees in lacs Particulars Year ended

31.03.2013 31.03.2012

Revenue from Operations (Net) 3211.60 3263.70

Profit before Interest, Depreciation and Tax 127.41 177.18

Interest 40.47 39.18

Depreciation 56.71 49.72

Profit before Tax 30.23 88.28

Provision for Taxation

Current Tax 6.63 17.45

Deferred Tax 6.08 8.36

Profit After Tax 17.52 62.47

Add : Balance brought foward from last year 201.59 139.12

Balance carried forward to Balance Sheet 219.11 201.59

Your Company had achieved a revenue from operations (Net) of Rs. 3211.60 lacs during 2012-13 as against revenue from operations (Net) of Rs. 3263.70 lacs during 2011-12. The Profit before Interest, Depreciation and Tax during the year under review is Rs.127.41 lacs as against Rs.177.18 lacs during 2011-12. The profit margins are affected due to accute shortage and erratic supply of power causing loss of production and also increase of power cost. However, during the year the Company has concentrated on development of new products and the company is poised for new opportunities for accelerated growth. Hence there is need for ploughing back internal accruals for augmenting the working capital requirement and defer dividend.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Sri O D Reddy and Sri V.J Sarma, Directors of the Company retire by rotation at this Annual General Meeting and being eligible offer themselves for reappointment.

REMUNERATION TO WHOLE TIME DIRECTORS :

Although the members approved in the last Annual General Meeting an increase in remuneration to Chiarman and Managing Director and Executive Director, the increase was not given effect as concerned directors deferred the increment in view of dip in profit margins.

FIXED DEPOSITS:

During the year under review the Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

DISCLOSURES:

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Additional information on conservation of energy, technology absorption, foreign exchange earning and outgo as required to be disclosed in terms of 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 annexed hereto and forms part of this report (Annexure-1).

PARTICULARS OF EMPLOYEES:

No statement giving particulars as required by the provisions of section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, annexed hereto since none of the employees of the Company are in receipt of remuneration in excess of Rs. 60,00,000/- p.a.or Rs. 5,00,000/- p.m. during the year under review.

CORPORATE GOVERNANCE:

A detailed report on the Corporate Governance for the year 2012-13 as required under the Listing Agreement with the Stock Exchanges is annexed to this Report as Annexure - 2.

The Certificate on Compliance of Corporate Governance requirements, issued by the Statutory Auditors of the Company is annexed to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under the Listing Agreement with Bombay Stock Exchange Limited, Mumbai is annexed hereto. (Annexure-3)

AUDIT COMMITTEE:

The Audit Committee continues to function to comply with the requirements of Sec. 292 (A) of the Companies Act, 1956 and also Clause 49 of the Listing Agreement. The Audit Committee comprises of Sri M.T.Sreenivasa Rao Independent Director as Chairman of the Audit Committee. Sri R Madan Mohan Rao and Sri O.D.Reddy, Independent Directors of the Company as its members.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' responsibility statement, it is hereby confirmed:

(i) That in the preparation of the Accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures:

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 years 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 the 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 Accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis

AUDITORS AND THEIR REPORT:

T. Adinarayana & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

COST AUDIT:

The Company is covered by circular of Ministry of Corporate Affairs for the cost audit U/s 233B(2) of the Companies Act for the product manufactured by the company. The company has already appointed cost auditor for the financial year 2012-13 and cost audit is under progress.

LISTING AT STOCK EXCHANGES:

The Equity Shares of the Company continue to be listed on Mumbai Stock Exchange Limited, Mumbai. The annual listing fee for the year 2013-14 has been paid.

ACKNOWLEDGEMENTS:

Your Directors thank State Bank of India for their continued unstinted support for the growth of the Company.

Your Directors thank the various departments of the Central and State Governments and Bankers of the Company for their co-operation and assistance. Your Directors also thank the shareholders of the Company for their continued interest and support and finally all the employees for their services during the year.

For and on behalf of the Board of Directors

TG RAGHAVENDRA

CHAIRMAN & MANAGING DIRECTOR

Place :Hyderabad

Date : 13.08.2013


Mar 31, 2012

The Directors have pleased in presenting the Twenty-seventh Annual Report of the Company with Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS:

Rupees in lacs Year ended

31.03.12 31.03.11

Revenue from Operations (Net) 3263.70 3211.03 Profit before Interest,

Depreciation and Tax 177.18 137.42

Interest 39.18 30.63

Depreciation 49.72 42.24

Profit before Tax 88.28 64.55 Provision for Taxation

Current Tax 17.45 13.24

Deferred Tax 8.36 2.83

Profit ajtgjjax 62.47 48.48

Add: Balance brought

forward from last year 139.12 90.64

Balance carried forward

to Balance Sheet 201.59 139.12



Your Company had achieved a revenue from operations (Net) of Rs. 3263.70 lacs during 2011-12 as against revenue from operations (Net) of Rs. 3211.03 lacs during 2010-11. The Profit before Interest, Depreciation and Tax during the year under review is Rs.177.18 lacs as against Rs.137.42 lacs during 2010 - 11. However, during the year the Company has concentrated on development of new products and the company is poised for new opportunities for accelerated growth. Hence there is need for ploughing back internal accruals for augmenting the working capital requirement and defer dividend.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Sri R Madan Mohan Rao and Sri M.T Sreenivasa Rao, Directors of the Company retire by rotation at this Annual General Meeting and being eligible offer themselves for reappointment.

FIXED DEPOSITS:

During the year under review the Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

DISCLOSURES:

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Additional information on conservation of energy, technology absorption, foreign exchange earning and outgo as required to be disclosed in terms of 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 annexed hereto and forms part of this report (Annexure-1).

PARTICULARS OF EMPLOYEES:

No statement giving particulars as required by the provisions of section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, annexed hereto since none of the employees of the Company are in receipt of remuneration in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. during the year under review.

CORPORATE GOVERNANCE:

A detailed report on the Corporate Governance for the year 2011 -12 as required under the Listing Agreement with the Stock Exchanges is annexed to this Report as Annexure - 2.

The Certificate on Compliance of Corporate Governance requirements, issued by the Statutory Auditors of the Company is annexed to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under the Listing Agreement with Bombay Stock Exchange Limited, Mumbai is annexed hereto. (Annexure-3)

AUDIT COMMITTEE:

The Audit Committee continues to function to comply with the requirements of Sec. 292 (A) of the Companies Act 1956 and also Clause 49 of the Listing Agreement. The Audit Committee comprises of Sri M.T.Sreenivasa Rao Independent Director as Chairman of the Audit Committee. Sri R Madan Mohan Rao and Sri

O.D.Reddy, Independent Directors of the Company as its members.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' responsibility statement, it is hereby confirmed:

(i) That in the preparation of the Accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures:

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 years 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 the 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 Accounts for the financial year ended 31st March, 2012 on a 'going concern' basis

AUDITORS AND THEIR REPORT:

T. Adinarayana & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

LISTING AT STOCK EXCHANGES:

The Equity Shares of the Company comii.je iO be listed on Mumbai Stock Exchange Limited, Mumbai. The annual listing fee for the year 2012-

13 has been paid.

ACKNOWLEDGEMENTS:

Your Directors thank State Bank of India for their continued unstinted support for the growth of the Company.

Your Directors thank the various departments of the Central and State Governments and Bankers of the Company for their co-operation and assistance. Your Directors also thank the shareholders of the Company for their continued interest and support and finally all the employees for their services during the year.

For and on behalf of the Board of Directors

TG RAGHAVENDRA

CHAIRMAN & MANAGING DIRECTOR

Place : Hyderabad

Date : 13.08.2012


Mar 31, 2010

The Directors have pleasure in presenting the Twenty-Fifth Annual Report of the Company with Audited Accounts of the Company for the year ended 31st March, 2010. FINANCIAL RESULTS:

Rupees in lacs Year ended

31.03.10 31.03. 09

Turn Over(Gross) 2912.97 1529.49

Profit before Interest,

Depreciation and Tax 109.17 79.67

Interest 25.30 22.61

Depreciation 38.25 36.89

Profit before Tax 45.62 20.17

Provision for Taxation

Current Tax 13.08 2.06

Deferred Tax 3.47 (1.72)

Profit After Tax 29.07 19.83

Add: Balance brought

forward from last year 61.57 41.74

Balance carried forward

to Balance Sheet 90.64 61.57



OPERATIONS:

Your Company had achieved a turnover (Gross) of Rs. 2912.97 lacs during 2009-10 as against the turnover (Gross) of Rs. 1529.49 lacs during 2008-09. The Profit before Interest, Depreciation and Tax during the year under review is Rs.109.17 lacs as against Rs.79.67 lacs during 2008-09. However, during the year the Company has concentrated on development of new products and the company is poised for new opportunities for accelerated growth. Hence there is need for ploughing back internal accruals for argumenting the working capital requirement and defer dividend.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Sri R.Madan Mohan Rao and Sri M.T.Sreenivasa Rao, Directors of the Company retire by rotation at this Annual General Meeting and being eligible offer themselves for reappointment.

FIXED DEPOSITS:

During the year under review the Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

DISCLOSURES:

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Additional information on conservation of Energy, Technology absorption, Foreign Exchange earning and outgo as required to be disclosed in terms of 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 annexed hereto and forms part of this report. (Annexure-1)

PARTICULARS OF EMPLOYEES:

No statement giving particulars as required by the provisions of section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, annexed hereto since none of the employees of the Company are in receipt of remuneration in excess of Rs.24,00,000/- p.a. or Rs.2,00,000/- p.m. during the year under review.

CORPORATE GOVERNANCE:

A detailed report on the Corporate Governance for the year 2009-10 as required under the Listing Agreement with the Stock Exchanges is annexed to this Report.

The Certificate on Compliance of Corporate Governance requirements, issued by the Statutory Auditors of the Company is annexed to the Report on Corporate Governance. (Annexure-2)

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under the Listing Agreement with Bombay Stock Exchange Limited, Mumbai is annexed hereto. (Annexure-3)

AUDIT COMMITTEE:

The Audit Committee continues to function to comply with the requirements of Sec. 292 (A) of the Companies Act 1956 and also Clause 49 of the Listing Agreement. The Audit Committee comprises of Sri M.T.Sreenivasa Rao Independent Director as Chairman of the Audit Committee. Sri R Madan Mohan Rao and Sri O.D.Reddy, Independent Directors of the Company as its members.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors responsibility statement, it is hereby confirmed:

(i) That in the preparation of the Accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures:

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 years 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 the 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 Accounts for the financial year ended 31- March, 2010 on a going concern basis.

AUDITORS AND THEIR REPORT:

T. Adinarayana & Co., Chartered Accountants, Hyderabad, the Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

LISTING AT STOCK EXCHANGES:

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited, Mumbai. The annual listing fee for the year 2010-11 has been paid.

ACKNOWLEDGEMENTS:

Your Directors thank State Bank of India for their continued unstinted support for the growth of the Company.

Your Directors thank the various departments of the Central and State Governments and Bankers of the Company for their co-operation and assistance. Your Directors also thank the shareholders of the Company for their continued interest and support and finally all the employees for their services during the year.

For and on behalf of the Board of Directors

TG RAGHAVENDRA

CHAIRMAN & MANAGING DIRECTOR



Place : Hyderabad

Date : 13.08.2010