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Directors Report of RTS Power Corporation Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have the pleasure in presenting their 67th Annual Report on the business and operations of your Company and the audited Financial Statements of your Company for the year ended March 31, 2015:

FINANCIAL RESULTS (InLacs) 2014-2015 2013-2014

Total Income 17214.68 14290.19

Total Expenditure 17071.03 14275.49

143.65 14.70

Less:

Non-recurring Item-adjustment under 18.82 0.00 transitional provisions for Depreciation

Profit /(Loss) Before Tax 124.83 14.70

Less :

Current Tax 25.00 2.80

Deferred Tax 37.12 62.12 0.09 2.89

Profit /(Loss) After Tax 62.71 11.81

Add: Profit Brought Forward 936.49 924.68

Balance Carried to Reserves & Surplus 999.20 936.49

DIVIDEND

The Board of Directors has proposed to retain the meagre amount of profit of Rs. 62.71 lacs in Reserves and Surplus for expansion and further growth of the Company and therefore, has not recommended payment of any Dividend.

STATE OF THE COMPANY'S AFFAIRS

OPERATIONAL REVIEW

During the year under review , the Company's revenue from operations increased by 20% over last year to reach Rs. 170.85 crores. Including other income, total revenue grew by 20% from Rs. 142.90 Crores in 2013-2014 to Rs. 172.15 Crores in 2014-2015 ,amidst keen competition.

This year your Company has earned a Profit Before Tax of Rs. 125 Lacs as against Rs. 15 Lacs of last year, representing an increase of 733% over last year , inspite of continuous abnormal price hike of the major raw materials and cut throat competitive selling prices. Considering all these, your Company has achieved better results this year compared to last year. The Profit After Tax this year, however, comes to Rs 63 Lacs only.

Delayed payments by customers have resulted in increased borrowings which has been necessary to maintain cash flow position of your Company. Consequently, Finance Costs comprising of interest expenses and other costs of borrowings has increased by Rs.1.63 Crores compared to last year. Had not such situation been arisen, your Company could have earned more profit.

Directors' Report

In order to meet the abovesaid situation, the Board of Directors of your Company have raised in the current Financial Year Rs.7.50 Crores by issuing 9% Non-cumulative Redeemable Preference Shares to Promoter Companies and by selling your Company's holding of 2,82,500 Equity Shares of USD 1 each in its Wholly-owned Subsidiary Company, Blue Nile Projects Limited at Hong Kong to Promoters entity at a consideration of Rs. 2.40 Crores approx., more details of which have been given separately in this Report. The funds so raised have since been utilized to repay your Company's Unsecured Loan with the object of reducing interest burden of your Company.

FUTURE OUTLOOK

Your Company's continued effort in achieving higher exports has yielded fruitful result. This year the Company's export sales has registered a growth of about 150% over last year with its increase from Rs.177 Lacs in 2013-2014 to Rs. 440 Lacs in 2014-2015. In 2013-2014 the increase in export front was 350% over 2012-2013. Your Company is putting much thrust on export Sales and expects further increase in export sales in coming years.

However, as in the past mushroom growth and unhealthy competition from various Transformer manufacturing Units in unorganized sector is posing problems to organized sector, like your Company, resulting in under utilization of production capacities, and therefore, the selling prices are under pressure, so as the margins.

ISSUE OF 9% NON-CUMULATIVE REDEEMABLE PREFERENCE SHARES ON PRIVATE PLACEMENT BASIS

In order to raise funds for repayment of unsecured loans and thus to reduce interest burden of your Company, 1,00,00,000 (One crore) 9% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each, aggregating to Rs.10,00,00,000/- (Rupees Ten crores) , has been offered, in cash at par, on private placement basis to promoter companies and LLP, which are redeemable at par within a period not exceeding twenty years. Prior consent of Members by passing a Special Resolution for such Offer has been obtained through Postal Ballot and e-voting organized by your Company in the months of May and June, 2015.

75,00,000 ( Seventy five lacs ) 9% Non-Cumulative Redeemable Preference Shares of Rs.10/- each, accepted out of such Offer and fully paid up in cash at par, has been allotted and issued by your Company in the month of July, 2015, by which an aggregate sum of Rs. 7,50,00,000/- (Rupees Seven Crore fifty lacs ) has been raised for the proposed objective of repayment of the Company's unsecured loans. Such Preference Shares will not be listed with any Stock Exchange.

INCREASE OF AUTHORISED SHARE CAPITAL

Your Company's Authorised Share Capital as at the close of the last Financial Year 2014-2015 was Rs.12,00,00,000/- (Rupees Twelve crores) divided into 1,20,00,000 (One core twenty lakh ) Equity Shares of Rs. 10/- each. In view of the Issue of 1,00,00,000 (One crore) 9% Non-Cumulative Redeemable Preference Shares of Rs.10/- each, aggregating to Rs.10,00,00,000/- (Rupees Ten crores) on private placement basis, as said above, the Authorised Share Capital of your Company has been increased during the current Financial Year 2015-2016 to Rs. 22,00,00,000/-(Rupees Twenty two crores only) divided into 1,20,00,000 (One crore twenty lakh) Equity Shares of Rs. 10/ -each and 1,00,00,000 (One crore) Redeemable Preference Shares of Rs. 10/-each. Consent to such increase of Authorised Share Capital along with the abovesaid Issue of Preference Shares has been given by Members on 8th June, 2015 through Postal Ballot and e-voting organized by your Company .

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Monitoring and control of consumption of sources of energy like power, oil, etc. continued to be a priority area of your Company. Energy conservation procedures also form an important part of your Company's operational practices. No alternative sources of energy has so far been utilized. There is no capital investment during the year under review on energy conservation equipment.

Your Directors have nothing to report in the matter of Technology Absorption since your Company has neither hired nor imported any technology from outside sources. Your Company has no Research and Development (R&D) Department and has not spent any amount on R&D during the Financial Year.

Your Company has achieved increased Export business and consequently, Foreign Exchange earnings (FOB) out of such Export business during this year was Rs. 440.24 Lacs (increase of almost 150% over last year). The Foreign Exchange outgo during this year was as follows:

Expenditure in Foreign Currency

Foreign Travelling Rs. 5.78 Lacs

Bank Charges Rs. 0.20 Lacs

Foreign Exchange fluctuations (on settlement of dues) Rs. 1.29 Lacs

Rs. 7.27 Lacs

CONSOLIDATED FINANCIAL STATEMENT

The consolidated Financial Statements of the Company and its Subsidiaries for the year ended 31st March, 2015, prepared in accordance with the provisions of Sub Section 3 of Section 129 of the Companies Act, 2013 (the Act) and the applicable Accounting Standards and the Listing Agreements with the Stock Exchanges and duly audited by M/s A C Bhuteria & Co., Chartered Accountants , Auditors of the Company form a part of this Annual Report. The said consolidated Financial Statements shall be laid before the Annual General Meeting of the Company while laying its own Financial Statements under Sub Section (2) of the said Section. A separate Statement containing the salient features of the Financial Statements of its Subsidiaries has been given in Note No 38 to the Consolidated Financial Statements pursuant to first proviso to Sub Section (3) of Section 129 read with Rule 5 of The Companies (Accounts) Rules, 2014. The Accounts of the Subsidiary Companies are also available on the Company's Website.

DIRECTORS

The Board of Directors of the Company consists of a balanced profile of Members specializing in different fields that enables it to address the various business needs of the Company, while placing very strong emphasis on corporate governance.

(a) Independent Directors

Your Company has at present three Independent Directors, namely, Sri Sardul Singh Jain (DIN 00013758), Sri Bachchraj Begwani (DIN 03157720) and Sri Alok Kumar Banthia (DIN 00528159) which meets the requirements of both the Companies Act, 2013 (the Act) and the Rules made thereunder as well as amended Clause 49 of the Listing Agreement. They are not liable to retire by rotation.

Sri Alok Kumar Banthia was appointed as an additional Director of your Company by the Board with effect from August 14,2014. Pursuant to Article 89 of the Articles of Association of the Company read with Section 161(1) of the Companies Act,2013 he was appointed as a Director of your Company by the Members at the Company's Annual General Meeting held last year i.e. on 29th September, 2014. He was also appointed Independent Director of the Company by the Members for a period of five consecutive years from the conclusion of the Company's said last Annual General Meeting. He is a Non-Executive /Independent Director of your Company, not liable to retire by rotation.

Your Company has received declarations from all the above mentioned Independent Directors confirming that they meet with the criteria of independence as prescribed both under Sub-Section(6) of Section 149 of the Act and under the amended Clause 49 of the Listing Agreement with the Stock Exchange.

(b) Retirement of Director by rotation

As per the provisions of Companies Act, 2013 and the Articles of Association of the Company Sri Ram Lal Saini (DIN 03534117), Director of your Company will retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

(c) Performance Evaluation and Familiarisation Programme for Directors

Your Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which also includes criteria for performance evaluation of the Independent Directors, Non-Executive Directors and Executive Directors, the proportional existence of three such categories of Directors in your Company also meets the requirement as prescribed both under the Act and the revised Clause 49 of the Listing Agreement. On the basis of such Policy a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. Criteria for performance evaluation of Independent Directors and other Non- Executive Directors has been given in the Corporate Governance Report annexed herewith.

Your Company has also made a programme for familiarization of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business models of the Company and related matters. However, out of the three Independent Directors of your Company, two Directors namely, Sri S. S. Jain and Sri B Begwani are for a very long time in your Company, and therefore, do not need as such any more familiarization programme . This is applicable to one Director only, namely Sri A K Banthia who was appointed last year and has completed such familiarization programme.

The details of the familiarization Programme has been disclosed on the Company's Website at the link www.rtspower.com .

The following Policies of the Company are attached herewith marked as Annexure C and Annexure D.

(i) Policy for selection of Directors and determining Directors' independence; and

(ii) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

(d) Number of Meetings of the Board

There has been 12 Nos. Meetings of the Board of Directors during the Financial Year 2014-2015. Dates of such Meetings and attendance position of Directors in such Meetings have been given separately in the Report on Corporate Governance attached herewith.

DIRECTORS ' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 (the 'Act') and, based upon representations from the Management, the Board, to the best of its knowledge and belief, confirms that :

I. in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable Accounting Standards have been followed and there are no material departures from the same;

II. the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the Profit of the Company for the year ended on that date;

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

IV. the Directors have prepared the Annual Accounts of the Company on a 'going concern' basis ,

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

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

CORPORATE GOVERNANCE

A separate Report on Corporate Governance in format as prescribed in the revised Clause 49 of the Listing Agreement forms a part of the Annual Report of your Company and is being attached hereto, marked as Annexure A along with the Auditors' Certificate on its compliance. A Report on Management Discussion and Analysis as stipulated in the said revised Clause 49 is also attached herewith marked Annexure B.

DEPOSITS

Your Company has not accepted any Deposit within the meaning of Sections 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 .

LISTING

Equity Shares of your Company were listed with the Stock Exchanges at Kolkata and Mumbai. The Board of Directors in its Meeting held on January 22, 2015 decided to voluntarily delist the Equity Shares from The Calcutta Stock Exchange Limited (CSE) on account of the following reasons:

1. There is absolutely no trading of the Equity Shares of your Company at CSE in the past so many years , including last Financial Year, and therefore, continuation of listing with this Exchange does not provide any significant advantage to the Shareholders of the Company or investors at large. Moreover, Shareholders suggested delisting from CSE in a number of Annual General Meetings of the Company held in the past.

2. The Voluntary Delisting will reduce the paper work and related cost, as compliance with Listing Agreement with CSE will no longer be required.

With the extensive network of the Stock Exchange, Mumbai (BSE) and with the extensive network of BSE terminals to other cities as well, investors will continue to have access to online dealings in the Company's securities across the country. Furthermore, all the tradings in the Company's Equity Shares takes place on the BSE and the listing with CSE does not serve the desired purpose and it only adds additional cost to the Company in the form of Listing Fees and other compliance cost.

Finally, CSE have allowed delisting of your Company's Equity Shares on March 13, 2015.

The Equity Shares of your Company, however, continue to be listed on BSE.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, relevant dividend amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 29, 2014 (date of last Annual General Meeting) on the Company's Website (www.rtspower.com) and has also filed Form No 5 INV on December 8, 2014 with Registrar of Companies, West Bengal . Since the abovesaid last Annual General Meeting, the Company has also transferred unpaid and unclaimed Dividend amount in respect of Final Dividend 2006-2007 to the IEPF on December 9, 2014 and December 15, 2014 and filed Form No I with Registrar of Companies, West Bengal following such transfers.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as provided in Sub Section 3 of Section 92 of the Companies Act ,2013 and Rule 12(1) of the Companies (Management & Administration)Rules, 2014 in Form MGT 9 is enclosed, marked as Annexure E.

AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS

M/s A .C. Bhuteria & Co, Chartered Accountants, statutory Auditors of the Company were re-appointed Auditors to hold office from the conclusion of Sixty Sixth Annual General Meeting (AGM) held on 29th September, 2014 till the conclusion of Sixty Ninth AGM to be held in 2017 subject to ratification by the Members at the Sixty Seventh and Sixty Eighth AGM of the Company. Accordingly, the Notice convening the ensuing Sixty Seventh AGM includes a Resolution seeking such ratification by the Members of the said re-appointment of the Auditors.

The Company has received a letter from the statutory Auditors to the effect that the ratification of their re- appointment, if made at the forthcoming AGM, would be in accordance with the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not otherwise disqualified.

AUDITORS' REPORT

The Notes on Financial Statements of the Company referred to in the Auditors' Report are self- explanatory and do not call for any further comments by the Board.The Auditors' Report does not contain any qualification, reservation or adverse remark.

BRANCH AUDITORS

M/S Jain Shrimal & Co., Chartered Accountants, Branch Auditors of the Company were re-appointed Branch Auditors to hold office from the conclusion of Sixty Sixth Annual General Meeting (AGM) held on 29th September, 2014 till the conclusion of the Sixty ninth AGM to be held in 2017 subject to ratification by the Members at the Sixty Seventh and Sixty Eighth AGM of the Company. Accordingly, the Notice convening the ensuing Sixty Seventh AGM includes a Resolution seeking such ratification by the Members of the said re-appointment of the Branch Auditors.

The Company has received a letter from the Branch Auditors to the effect that the ratification of their appointment, if made at the forthcoming AGM, would be in accordance with the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not otherwise disqualified.

COST AUDITORS

Cost Audit was introduced in your Company for the first time for the Financial Year 2012-2013 in pursuance of the Order No 52/26/CAB/2010 dated 24th January, 2012 issued by the Ministry of Corporate Affairs, Cost Audit Branch, Government of India. M/s K. G. Goyal & Associates, Cost Accountants (Firm Registration No 000024), Jaipur, Rajasthan were appointed as Cost Auditors of the Company, with due approval of the Central Government, for conducting audit of cost records of your Company for the Financial Year 2012-2013.

They were also re-appointed as Cost Auditors of your Company for the Financial Year 2013-2014 with the due approval of the Central Government.

In view of Press Release and Notification, both dated June 30, 2014, issued by the Ministry of Corporate Affairs , maintenance of cost records and audit thereof was made no more necessary for your Company effective from April1,2014. Accordingly, no Cost Auditor was appointed by your Company for the Financial Year 2014-2015 in terms of Section 148 of the Companies Act,2013, the Companies (Audit and Auditors)Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014.

Ministry of Corporate Affairs vide their Notification dated 31st December, 2014 has further amended the Companies (Cost Records and Audit) Rules, 2014 by introducing the Companies (Cost Records and Audit) Amendment Rules, 2014 by virtue of which audit of cost records of your Company has again been re-introduced and made compulsory from the Financial Year 2015-2016 and onwards. Accordingly, the Board of Directors of your Company in its Meeting held on June 27, 2015 has appointed M/s K.G.Goyal & Associates as Cost Auditors of your Company, with due information to the Central Government by way of filing the prescribed Form No CRA2 on July1,2015, for conducting audit of cost records of your Company for the Financial Year 2015-2016.

SECRETARIAL AUDITOR

The Board has appointed Sri Manoj Prasad Shaw, Proprietor of M/s Manoj Shaw & Co., Practicing Company Secretary (FCS No 5517 C.P. No 4194) to conduct Secretarial Audit for the Financial Year 2014-2015.

The Secretarial Audit Report for the Financial Year ended March 31, 2015 in the prescribed Form No MR3 is annexed herewith pursuant to Section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 marked as Annexure F to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. However, the observation made by the Secretarial Auditor with regard to compliance of Clause 41 (vi)(b)(iii) of the Listing Aggreement has been noted by the Board and will be taken care of in future.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED.

The Company has neither given any Loan and Guarantee nor provided any security in terms of Section 186 of the Companies Act, 2013.

However, the Company has made further investments of Rs.19,90,018/- (U,S.$ 32,390) on 21st April , 2014 for subscribing 32,500 Shares of U.S.$ 1 each in its Wholly owned Subsidiary, Blue Nile Projects Limited, Hong Kong .

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of all contracts/ arrangements/transactions entered into by the Company during the Financial Year with related parties referred to in Sub-Section (1) of Section188 of the Companies Act ,2013 are given in Form AOC 2 as prescribed in Rule 8(2) of the Companies (Accounts) Rules, 2014 annexed herewith and marked as Annexure G During the year the Company has not entered into any contract/ arrangement/transaction with any related parties which could be considered material in accordance with the Policy of the Company on materiality of the related party transactions.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's Website at the link www.rtspower.com

Your Directors draw attention to the Members to Note 35(vi) to the Financial Statements which sets out related party disclosures.

A Statement in summary form of transactions with related parties in the ordinary course of business has been periodically placed before the Audit Committee and the Board of Directors for approval before entering into such transactions or making any amendment thereto .

SUBSIDIARIES

(I) Blue Nile Projects Limited, Hong Kong

As approved by the Shareholders in the last Annual General Meeting of the Company held on September 29, 2014 by passing a Special Resolution under Section 188 of the Companies Act ,2013 your Company has sold its wholly-owned Subsidiary Company, Blue Nile Projects Limited at Hong Kong to one of its Group entity on July 27, 2015 and the sale proceeds have been utilized to reduce the Company's borrowings with the object to reduce its interest burden.

Thus, Blue Nile Projects Limited has ceased to be a Subsidiary of your Company with effect from the said date.

During the Financial Year 2014-15 this erstwhile Subsidiary Company of your Company, basically being a trading company , incorporated for the purpose of establishing Projects outside India, has incurred a loss of Rs. 3,28,097/- (U.S.$ 5242 ) which has been taken into account for the purpose of consolidation with Standalone Accounts of your Company.

(ii) ABAY Energy Private Limited Company, Ethiopia

ABAY Energy Private Limited Company was a step-down Subsidiary of your Company at Ethiopia engaged in the manufacturing and repairing of Transformers catering to the African market.

Almost 99% of its Paid up Share Capital was held by Blue Nile Projects Limited, Hong Kong. With the disposal of Blue Nile Projects Limited by your Company as said above on July 27, 2015 ABAY Energy Private Limited Company, Ethiopia has ceased to be the step-down Subsidiary Company of your Company with effect from the said date.

Presently, this Company imports in Ethiopia raw materials/parts/spares/semi-finished goods from your Company in India and manufactures and repairs Transformers there for sale in African market.

During the Financial Year 2014-15, this erstwhile step-down Subsidiary Company of your Company has made a profit of Rs. 66,01,098/- (Birr 21,49,391) which has been taken into account for the purpose of consolidation with Standalone Accounts of your Company.

More details about performance and financial position of each of such two Subsidiaries as per the Companies Act, 2013 have been given in Note No 38 to the Consolidated Financial Statements and hence not repeated here for the sake of brevity.

PARTICULARS OF EMPLOYEES

There is no such employee in the Company as to whose name and other particulars are to be given pursuant to Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules).

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Rules are provided in Annexure H.

APPOINTMENT OF CHIEF FINANCIAL OFFICER

Sri Mukesh Jain, General Manager has been working in the Company for a long time and is well conversant with the Company's all finance, commercial and accounts function and was looking after materials management and administration at the Company's Jaipur Office.

Sri Jain has already been discharging as Chief Financial Officer(CFO) since the year 2005 the responsibility of certifying the Financial Statements and the Cash Flow Statements of the Company in every Financial Year along with Sri Abhay Bhutoria, the Managing Director, (CEO) as required under Clause 49 of the Listing Agreement under SEBI Guidelines.

The Board of Directors of your Company in its Meeting held on January 22, 2015 has assigned him further the responsibility of discharging the functions of Chief Financial Officer of the Company with effect from February 1, 2015 in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as one of the Company's Key Managerial Personnel, in addition to his existing responsibilities.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors , constituted in terms of the revised Clause 49 III (A) to (E) of Listing Agreements with the Stock Exchange and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, has been functioning in your Company for a long time.

As on the close of business on March 31,2015 the Audit Committee comprises of three Non-Executive Independent Directors, Sri S. S. Jain, Sri Alok Kumar Banthia and Sri Bachhraj Begwani and one Executive Non-Independent Director, Sri R. Bhutoria, Vice Chairman & Whole-time Director of the Company. Sri S.S.Jain is the Chairman of the Committee, who also chaired the Annual General Meeting of the Company held on September 29, 2014. All the Members of the Committee are financially literate and have accounting or related financial management expertise.

The Company's Accounts personnel and representatives of the statutory Auditors as well as Internal Auditors are permanent invitees to the Audit Committee. Mr. J. Biswas, Company Secretary acts as the Secretary of the Committee.

VIGIL MECHANISM

A Vigil Mechanism, which also incorporates a Whistle Blower Policy in terms of the Listing Agreement, has been established for Directors, Employees and Stakeholders to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy or grievances in accordance with the provisions contained in Section 177 of the Companies Act, 2013 read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and the revised Clause 49 (II) (F) (Corporate Governance) of the Listing Agreement with the Stock Exchange. Such Vigil Mechanism provides for adequate safeguards against victimization of Directors, Employees and Stakeholders who avail of the Vigil Mechanism and also provides for the direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The Audit Committee, as formed above, oversees the Vigil Mechanism and should any of the Members of the Committee have a conflict of interest in a given case, they should recuse themselves and the others on the Audit Committee would deal with the matter on hand.

Further details in this regard have been disclosed in the Company's Website at the link: www.rtspower. com

RISK MANAGEMENT POLICY

Keeping in view of the nature of industry in which your Company is engaged, your Company had all along been conscious of the risk associated with the nature of its business. Senior Management personnel carried out risk identification, risk assessment, risk treatment and risk minimization procedures for all functions of the Company, which are periodically reviewed on an ongoing basis and Board Members are informed about all these from time to time to ensure that executive management controls risk through means of a properly defined framework. The Board of Directors is overall responsible for framing, implementing and monitoring the Risk Management Plan of the Company.

The Board of Directors also oversees that all the risks that the organization faces such as strategic, financial, credit marketing, liquidity, security, property, IT, legal , regulatory, reputational and other risks have been identified and assessed and executive management keeps a vigil on such risks so that it can be addressed properly as soon as possibility of occurance of such risks arises.

ADEQUACY OF INTERNAL FINANACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year such controls were tested and no reportable material weakness in the design or operation were observed.

GENERAL

- No significant or material orders were passed by the Regulators or Courts or tribunals which impact the going concern status and the Company's operations in future.

- Your Directors state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION

Your Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and co-operation received from Banks, State Electricity Boards, Government and Semi Government Authorities, Power Utilities, other customers, vendors and Shareholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the sincere and devoted services that the Executives, Staffs and Workers at all levels have rendered to your Company.

Registered Office : For and on behalf of the Board of Directors 56, Netaji Subhas Road Kolkata - 700001 S. S. JAIN Dated : 14th August, 2015 Chairman


Mar 31, 2014

Dear Members,

The Board commends the Special Resolution set out at Item No 11 of the Notice for approval by the Shareholders.

Dear Shareholders,

Your Directors have the pleasure in presenting their 66th Annual Report on the business and operations of your Company and the audited Financial Statements of your Company for the year ended March 31, 2014 :

FINANCIAL RESULTS ( Rs In Lacs) 2013-2014 2012-2013

Total Income 14290.19 10292.89

Total Expenditure 14275.49 10600.52

Profit /(Loss) Before Tax 14.70 (307.63)

Less :

Current Tax 2.80 -

Deferred Tax 0.09 2.89 (97.93) (97.93)

Profit /(Loss) After Tax 11.81 (209.70)

Add : Profit Brought Forward 924.68 1134.38

Balance Carried to Reserves & Surplus 936.49 924.68

DIVIDEND

The Board of Directors has not recommended payment of any Dividend for the Financial Year 2013- 2014 in view of a very small amount of Profit and also considering overall future business prospect of the Company.

OPERATIONAL REVIEW

The total Revenue from Operations of your Company showed a significant improvement during the year. The total Revenue from Operations during the year was Rs. 142.90 Crores compared to Rs. 102.93 Crores during the previous year. This is an improvement by about 39% amidst keen competition. Sale of Transformers and Cables & Conductors increased by almost 29% and 100 % respectively over that of last year.

This year your Company has made a marginal Profit Before Tax of Rs. 14.70 Lakhs as against a Loss of Rs. 3.07 Crores in last year inspite of continuous abnormal price hike of the major raw materials and cut throat competition resulting in lower selling prices. Your company, thus, has achieved better results this year despite all odds and adverse economic scenario.

However, the profitability achieved is disproportionately low considering the substantial increase in Revenue from Operations because of factors like lower selling prices, so also the margins and abnormal delay in payments by the Company''s Customers resulting in increase in Debtors from Rs. 67 crores in last year to Rs. 87 Crores approximately this year ( an increase by about Rs. 20 crores) .

Your Company could have saved the Interest Expenses on Bank Borrowings of an equivalent amount of Rs. 20 Crores as said above had the Company''s Customers paid such amount in time. By this, the Profit of your Company would have increased by Rs. 2.60 crores, by saving alone the Bank Interest expenses on such overdue amount of Rs. 20 crores .

Your company''s entire manufacturing and repairing activities in Eastern India are being carried out in Dhulagori Factory and further expansion is going on there on a continuous basis.

FUTURE OUTLOOK

Your Company has been continuously exploring the possibility to develop Export market .Its continued effort in this regard was fruitful last year when it achieved an Export turnover of Rs. 39 Lakhs to start with . This year your Company has made an Export Sales of about Rs. 177 Lakhs , an increase of more than 350% over last year. Your Company expects further increase in Export Sales in coming years.

However, mushroom growth and unhealthy competition from various Transformer manufacturing Units in unorganized Sector is posing problems to organized Sector,like your Company, resulting in under utilization of production capacities and therefore, the selling prices are under pressure , so as the margins.

Your Company expects that sale of transformers to EPC/ Turnkey Contractors may increase this year and there may be a slight improvement in payment position by Customer in the current year over last year.

ENERGY CONSERVATION,TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Monitoring and control of consumption of sources of energy like power, oil, etc. continued to be a priority area of your Company. Energy conservation procedures also form an important part of your Company''s operational practices.

Your Directors have nothing to report in the matter of Technology Absorption since your Company has neither hired nor imported any technology from outside sources. Your Company has no Research and Development (R&D) Department and has not spent any amount on R&D during the Financial Year.

Your Company has achieved increased Export business and Foreign Exchange earnings (FOB) during this year was Rs. 177.15 Lacs (increase of more than 350% over last year) . The Foreign Exchange outgo during this year was as follows:

1. Value of Imports calculated on CIF basis -

Raw Materials Rs. 46.31 Lacs

2. Expenditure in Foreign Currency

Foreign Travelling Rs. 6.60 Lacs

SUBSIDIARY

The Company has a Wholly-owned Subsidiary Company, Blue Nile Projects Limited at Hong Kong. For the Financial Year ended on March 31, 2014, being the first year of its operation, the Subsidiary Company has incurred a Loss of Rs. 4,16,067/- ( U.S $ 6,941).

CONSOLIDATED FINANCIAL STATEMENT

In terms of the General Circular issued by the Ministry of Corporate Affairs , Government of India under Section 212(8) of the Companies Act, 1956 the Accounts of the abovesaid Subsidiary Company for the Financial Year 2013-2014 and the related detailed information will be made available to the Company''s and its Subsidiary Company''s Members seeking such information at any point of time and are not attached. However, financial information of the Subsidiary Company is disclosed in this Annual Report in compliance with the said Circular. Copies of the Annual Accounts of the Subsidiary Company will also be kept open for inspection by any Member at the Registered Office of the Company and of the Subsidiary Company. The Company shall also furnish a hard copy of the Accounts of the Subsidiary to any Member on demand. The consolidated Financial Statements of the Company and its Subsidiary, prepared in accordance with the applicable Accounting Standards and the Listing Agreements with the

Stock Exchanges and duly audited by M/s A C Bhuteria & Co., Chartered Accountants , Auditors of the Company form a part of this Annual Report. The Accounts of the Subsidiary Company are also available on the Company''s Website.

DIRECTORS

The Board of Directors consists of a balanced profile of Members specializing in different fields that enables it to address the various business needs of the Company, while placing very strong emphasis on corporate governance.

(a) Existing Independent Directors

The Companies Act 2013 provides for the first time appointment of Independent Directors. Sri Sardul Singh Jain (DIN 00013732) and Sri Bachhraj Begwani (DIN 03157720) , both being Non Executive Directors of the Company, have also been acting as Independent Directors of your Company under Clause 49 of the Listing Agreement and have held the positions as such for more than 10 (ten) years and almost 4(four) years respectively as on April 1,2014.

The Securities and Exchange Board of India (SEBI) has amended Clause 49 of the Listing Agreement inter alia stipulating the conditions for the appointment of Independent Directors by a listed Company. The Companies Act 2013 also stipulates almost the same conditions.

It is proposed to appoint Sri Sardul Singh Jain and Sri Bachhraj Begwani as Independent Directors under Section 149 of the Act and the amended Clause 49 of the Listing Agreement to hold office for a 5 (five) years term each.

The Company has received requisite separate Notices in writing from two Members along with the deposit of requisite amount under Section 160 of the Act proposing the candidatures of each of Sri Sardul Singh Jain and Sri Bachhraj Begwani for the offices of Independent Directors of the Company.

In the opinion of the Board , both Sri Jain and Sri Begwani possess appropriate skill, experience and knowledge in their respective fields of specialization in Law, Finance, Management and Taxation.

(b) New Independent Director

Your Company needs one more Independent Director to comply with the Act read with the Rules made thereunder and the amended Clause 49 . Accordingly, the Board of Directors of the Company appointed in its Meeting held on August 14, 2014 Sri Alok Kumar Banthia (DIN 00528159) as an additional Director designated as an Independent Director with effect from the said date and he shall hold office up to the date of the ensuing Annual General Meeting pursuant to the provisions of Section 161(1) of the Act and Article 89 of the Articles of Association of the Company. The Company has received requisite Notice in writing from a Member proposing Sri Alok Kumar Banthia for appointment as an Independent Director.

In the opinion of the Board Sri Alok Kumar Banthia possesses appropriate skill, experience and knowledge to be an Independent Director of the Company.

It is proposed to appoint Sri Alok Kumar Banthia as Independent Director under Section 149 of the Act and the amended Clause 49 of the Listing Agreement to hold office for an initial period of 5(five) years term from the conclusion of the Company''s ensuing Annual General Meeting .

In the opinion of the Board both the existing Independent Directors , namely Sri Sardul Singh Jain and Sri Bachhraj Begwani and the proposed Independent Director, namely Sri Alok Kumar Banthia fulfill the conditions for appointment as independent Directors as specified in the Act and the Rules made thereunder and the amended Clause 49 and all of them are independent of the Management of the Company and will not be liable to retire by rotation.

The Company has received declarations from all the above mentioned existing and the proposed Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Sub-Section (6) of Section 149 of the Act and under the amended Clause 49 of the Listing Agreement with the Stock Exchanges.

(c ) Woman Director

The Companies Act, 2013 has also introduced for the first time appointment of at least one Woman Director by Listed Companies and certain class of companies. Accordingly, the Board of Directors of your Company in its Meeting held on February 14, 2014 has appointed Smt Rachna Bhutoria (DIN 0977628) as an additional Director designated as Director with effect from the said date pursuant to the provisions of Section 161(1) of the Act and Article 89 of the Articles of Association of the Company. She will hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite Notice in writing from a Member proposing Smt Rachna Bhutoria for appointment as Director.

(d) Retirement of Director by rotation

As per the provisions of Companies Act, 2013 and the Articles of Association of the Company Sri Rajendra Bhutoria (DIN 00013637), Director of your Company will retire by rotation at the forthcoming Annual General Meeting and, being eligible , offers himself for re-appointment.

(e) Resignation of Director

Sri Loon Karan Patawari (DIN 00013758) , Independent Director of your Company resigned with effect from the close of business on March 31,2014 due to his old age and ill health.

Your Directors place on record their appreciation of the valuable contribution made by him and services received from him during his long tenure of office as a Director of your Company.

DIRECTORS '' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 and, based upon representations from the Management, the Board ,to the best of its knowledge and belief, confirms that :

I. in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

II. the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the Profit of the Company for the year ended on that date;

III. 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. the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis , and

V. the Managing Director and the Chief Financial Officer of the Company have furnished the necessary certification to the Board on these Financial Statements as required under Clause 49 of the Listing Agreements with the Stock Exchanges where the Equity Shares of the Company are Listed.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance in format as prescribed in the Listing Agreements with

the Stock Exchanges forms a part of the Annual Report of your Company and is being attached hereto, along with the Auditors'' Certificate on its compliance. A Report on Management Discussion and Analysis is also attached herewith.

PUBLIC DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

LISTING

Your Company''s Shares continue to be listed on Calcutta and Bombay Stock Exchanges. Annual Listing Fees of both Bombay Stock Exchange and Calcutta Stock Exchange have been paid upto the year 2014-2015.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are to be given pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 27, 2013 (date of last Annual General Meeting) on the Company''s Website (www.rtspower.com) and has also filed Form No 5 INV on December 13, 2013 with Registrar of Companies, West Bengal . Since the abovesaid last Annual General Meeting , the Company has also transferred unpaid and unclaimed Dividend in respect of Final Dividend 2005-2006 and Interim Dividend 2006-2007 to the Investor Education and Protection Fund on October 25, 2013 and May 4, 2014 respectively and filed Form Nos I with Registrar of Companies, West Bengal following such transfers.

AUDITORS AND AUDITORS'' REPORT

M/s. A.C.Bhuteria & Co.,Chartered Accountants, (Firm Registration No 303105E), Auditors of the Company, retire at the forthcoming Annual General Meeting. They , being eligible and qualified to be re-appointed , have offered themselves for re-appointment from the conclusion of the sixty-sixth Annual General Meeting till the conclusion of sixty-ninth Annual General Meeting as per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Notes on Financial Statements of the Company referred to in the Auditors'' Report are self— explanatory and do not call for any further comments by the Board.

The Auditors'' remarks mentioned in " Other Matter Paragraph " in their Report in respect of Consolidated Financial Statements having been prepared on the basis of unaudited Financial Statements of the Company''s Subsidiary , Blue Nile Projects Limited , Hong Kong , the Board would mention that since the Company had to furnish both Standalone and Consolidated Financial Results to Stock Exchanges by May 30, 2014 as per the Listing Agreement, the Consolidated Financial Results were prepared and approved by the Board on May 30, 2014 on the basis of audited Financial Results of the Company and unaudited Financial Results of its Subsidiary.

The audited Financial Statements of the Subsidiary have since been received from Hong Kong having no difference between the audited Financial Statements and the unaudited Financial Statements based on which the Consolidated Financial Statements were so prepared as said above.

BRANCH AUDITORS

Your Company has Branch Offices and Units at Jaipur - Rajasthan, Barmer- Rajasthan, Agra. - U.P and Dhule- Maharashtra. M/s. Jain Shrimal & Co., Chartered Accountants, (Firm Registration No FRN 001704C) Jaipur, Rajasthan were appointed as the Branch Auditors for the Financial Year 2013-2014.

They have given a Certificate confirming that they are duly qualified and eligible to be re-appointed as per the provisions of Section 139 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit & Auditors) Rules, 2014 and have offered themselves for re-appointment .

It is proposed to re-appoint M/s. Jain Shrimal & Co., Chartered Accountants, as Branch Auditors for the Jaipur, Barmer, Agra and Dhule Branch Offices and Units from the conclusion of Sixty Sixth Annual General Meeting (AGM) to Sixty Ninth AGM of the Company as per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

COST AUDITORS

The Company appointed M/S K.G.Goyal & Associates, Cost Accountants, Jaipur, Rajasthan as Cost Auditors of the Company for conducting the audit of cost records of the Company for the Financial Year 2013-14 in pursuance of the Order No 52/26/CAB/2010 dated January 24, 2012 issued by the Ministry of Corporate Affairs, Cost Audit Branch .

They have submitted their Cost Audit Report for the Financial Year 2012-2013 on November 22, 2013 which has been filed in Form 1-XBRL with the Ministry of Corporate Affairs on December 12, 2013.

In view of the Press Release and Notification, both dated June 30, 2014, issued by the Ministry of Corporate Affairs ,New Delhi , maintenance of cost records and audit thereof is no more necessary for your Company effective from April 1, 2014. Accordingly, no Cost Auditor has been appointed by your Company for the Financial Year 2014-2015 in terms of Section 148 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014 and the Companies (cost records and audit) Rules, 2014.

APPRECIATION

Your Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and co-operation received from Banks, State Electricity Boards, Government and Semi Government Authorities, Power Utilities, other customers and Shareholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the sincere and devoted services that the Executives, Staffs and Workers at all levels have rendered to your Company.

Registered Office : For and on behalf of the Board of Directors 56, Netaji Subhas Road Kolkata - 700001 Dated : 14th August, 2014 S. S. JAIN Chairman


Mar 31, 2010

The Directors have the pleasure in presenting their 62nd Annual Report on the business and operations of your Company and the audited Statement of Accounts of your Company for the year ended 31 st March, 2010:

Financial Results (Rs. in Lacs)

2009-2010 2008-2009

Total Income 10332.54 11673.41

Total Expenditure 10106.82 - 11362.48

Profit before Tax 225.72 310.93

Less :-Provision for Current Tax 52.00 122.88

- Deferred Tax Charged / (Credit) 22.77 (9.00)

- Fringe Benefit Tax - 74.77 4.88 118.76

Prof it after Tax 150.95 192.17

Add: Profit Brought Forward 769.51 619.39

920.46 811.56

Less : - Proposed Dividend 35.94 35.94

- Corporate Dividend Tax 5.97 41.91 6.11 42.05

Balance Carried to the Balance Sheet 878.55 769.51

DIVIDEND

Considering the overall performance of your Company and taking a positive future outlook, the Board is pleased to recommend payment of a Dividend for the year ended on 31 st March, 2010 @ 5 % or Re.0.50 per Equity Share of Rs 10/- each fully paid up as on that date, which, if approved at the forthcoming Annual General Meeting, will be paid to those Shareholders whose names appear on the Register of Members of the Company, or, appear as beneficial owners as per particulars to be furnished by the Depositories, viz. National Securities Depository Limited and Central Depository Services (India) Limited, at the close of business on 23rd September, 2010. The Dividend will be Tax-free in the hands of the Shareholders, but shall be subject to Tax thereon payable by the Company.

OPERATIONAL REVIEW

Your Company has achieved this year a gross sales of Rs. 101.43 Crores as compared to Rs. 123.36 Crores in the previous year amidst stiff competition. Deferment in taking deliveries and delay in inspection on the part of the customers and Electricity companies in particular has resulted in such lower turnover. As a result, the Profit Before Tax of Rs. 2.26 Crores in this year is less than that of Rs. 3.11 Crores in the last year. Although sale of Transformers and accessories (8151 Nos.) are higher this year compared to that of the last year(6692 Nos.), but in view of cut -throat competition resulting in lower selling prices so also the margins, your Company could perform as above despite all odds .

The Cable and Conductor Unit is looking up and your Company is penetrating into new customer base with the target to achieve higher sales in this segment. Your Company is increasing its capacity for manufacture of Dry Type Transformers at its newly built-up Dhulagori Factory. Further expansion of Dhulagori Factory is under process and during the year under review Rs 19.16 lacs has been spent for acquisition of further Assets and Rs 65.12 lacs has been spent for expansion of Building there. The source of finance for such expenditure is partly from internal accruals and partly by way of borrowings.

FUTURE OUTLOOK

The Ministry of Power has set a goal of providing power to the entire country by 2012. It aims to provide reliable and quality power for Indias entire population at an optimum cost. To achieve this, the Ministry has formulated numerous strategies, such as the power generation strategy, the transmission and distri- bution strategy and the regulation strategy. The 11th Five Year Plan has set a goal to electrify 115000 villages and 23.4 million households. In order to meet its aim of providing electricity to everyone by 2012, an estimated investment of $150 billion will be required to meet the electricity installed capacity expansion plans as well as to build a robust transmission and distribution network.

Your Company with technical expertise and various manufacturing set-ups will be in a position to take share of such future growth and prosperity in Power Sector in our country.

According to ITMA (Indian Transformer Manufacturers Association), the Ministry of Power has revised generation capacity addition from 78,000 MW to 90,000 MW in the 11th Plan period entailing 1,50,000 MVA transformation capacity per year requiring supply of Transformers & its Accessories, Laminations & Stampings, Switchgear & Control Gears, Insulating materials, Insulators, Winding Wires, Conductors & Accessories, Instruments, measuring, Indicating & Testing Equipments, Cables & Accessories, Capacitors, Transmission Line Towers, Switch-Yard & Substation Equipments and Software Services to the Power Sector.

IEEMA (Indian Electrical and Electronics Manufacturers Association) says the Transformer Industry in India has been in the forefront for over 50 years and has a well matured technology base upto 800KV class. Keeping pace with the developments the world over, it has attained the status of world class over the period.

In the global market, performance of the Indian product is acknowledged as technically at par with the leading international companies. Looking at the present state of Transformer Industry in India, it can be seen that implementation of Accelerated Power Development Reform Programme (APDRP) and introduction of Accelerated Rural Electrification Programme (AREP) are contributory to the increased business potential for the Industry.

All these should translate a growing demand for Power and Distribution Transformers, Cables and Conductors in the market which your Company has been serving.

Your Company is planning to venture into HT Power Cable Project The feasibility study of this Project is being conducted. Your Company is also exploring the possibility to develop export market by setting up Transformer Factories abroad , various options for which are being weighed. In addition to its existing Wind Mill at Dhule , Maharashtra , your Company has also set up another Wind Mill at Barmer, Rajasthan.

PREFERENTIAL ISSUE OF SHARES

For meeting additional fund requirements of your Company, your Board of Directors in its Meeting held on 30th August, 2010, subject to the approval by the Company in the ensuing Annual General Meeting and requisite statutory approvals, has proposed to offer for subscription by way of preferential allotment 6,00,000 Nos. Equity Shares of Rs.10/- each of the Company for cash, at a price not lower than Rs. 58/- per Equity Share to the Company of the Promoters Group and other Independent Investor, for an aggregate value not lower than Rs. 3,48,00,000/- (Rupees Three Crores forty eight lakhs only ).

CORPORATE GOVERNANCE

A separate Report on Corporate Governance in format as prescribed in the Listing Agreement forms a part of the Annual Report of your Company and is being attached hereto, along with the Auditors Certificate on its compliance. A Report on Management Discussion and Analysis is also attached herewith.

PUBLIC DEPOSITS

Your Company has not accepted any Deposit within the meaning of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are to be given pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The monitoring and control of consumption of sources of energy like power, oil etc. continued to be a priority area of your Company. Energy conservation procedures also form an important part of your Companys operational practices.

Your Directors have nothing to report in the matter of Technology absorption

Your Company has no export business and Foreign Exchange earnings during this year. The Foreign Exchange outgo during this year was as follows :

1. Value of Imports calculated on CIF basis -

Raw Materials Rs. 297.92 lacs

Stores & Spare Parts Rs. 3.19 lacs

2. Expenditure in Foreign Currency -

Foreign Travelling Rs. 0.70 lacs

Professional Fees Rs. 0.48 lacs

LISTING

Your Companys Shares continue to be listed on Calcutta and Bombay Stock Exchanges. Annual Listing Fees of both Bombay Stock Exchange and Calcutta Stock Exchange have been paid upto the year 2010- 2011.

DIRECTORS

Sri Sardul Singh Jain, Director of the Company will retire by rotation and being eligible, offers himself for re-appointment.

Sri Bachhraj Begwani has been appointed as an Additional Director of the Company by the Board of Directors of the Company with effect from 30th April, 2010. Pursuant to Article 89 of the Articles of Association of the Company read with Section 260 of the Companies Act, 1956 he will be eligible for appointment as Director of the Company by the Members at the Companys ensuing Annual General Meeting.

Sri Rajendra Bhutoria was appointed as the Whole-time Director of the Company for a period of 5 (five) years with effect from 1st April, 2007 mainly to manage and control function of Head Office and Eastern India operations of the Company under the superintendence control and direction of the Board of Directors of the Company and the terms of his appointment, including his remuneration, are recorded in his Agreement dated 15th May, 2007 with the Company.

His appointment and remuneration as Whole-time Director were approved by the Members at the Annual General Meeting of the Company held on 28th September, 2007.

Since Sri Rajendra Bhutorias appointment Eastern India operations of the Company has increased substantially which is largely attributable to his competence and to the sustained efforts that he has been making as Whole-time Director of the Company.

In view of Sri Rajendra Bhutorias performance and capabilities the Remuneration Committee of the Board of Directors of the Company at its Meeting held on 20th August, 2010 and the Board at its Meeting held on 30th August, 2010 approved an increase/revision in the remuneration of Sri Rajendra Bhutoria with effect from 1 st April, 2010 in the manner and to the extent set out in the draft Supplemental Agreement to be entered into between the Company and Sri Rajendra Bhutoria.

His previous remuneration and the increased/revised remuneration with effect from 1st April, 2010 both have been given in detail in the Explanatory Statement attached to the convening Notice of the ensuing Annual General Meeting.

The increase/revision in Sri Rajendra Bhutorias remuneration requires the approval of the Members of the Company in General Meeting in terms of Section II of Part II and Paragraph 1 of Part III of Schedule XIII to the Companies Act, 1956 (the Act) read with Section 310 of the Act and the payment to him of his remuneration so increased/revised also requires the approval of the Members of the Company in*General Meeting under Section 309 of the Act, which will be sought for in the ensuing Annual General Meeting of the Company.

Sri Abhay Bhutoria was re-appointed as the Managing Director of the Company for a period of 5 (five) years with effect from 1 st December, 2005 after expiry of his earlier term of five years on 30th November, 2005 and his re-appointment and remuneration were approved by the Members at the Annual General Meeting of the Company held on 10th September, 2005. His present term as the Managing Director of the Company, therefore, will expire on 30th November, 2010.

Sri Abhay Bhutoria was appointed as the Managing Director of the Company for the first time from 1st December, 1995. Since Sri Bhutorias last re-appointment as the Managing Director of the Company with effect from 1st December, 2005 there has been tremendous growth in the business of the Company (the Companys Sales having been increased almost double during the last five Financial Years ended on 31 st March, 2010) mainly because of his competence and successful effort in this regard.

In appreciation of the commendable work done by Sri Abhay Bhutoria as the Managing Director of the Company which is reflected in the performance and results of the Company during the last five years the Remuneration Committee of the Board of Directors of the Company at its Meeting held on 20th August, 2010 and the Board of Directors of the Company at its Meeting held on 30th August, 2010 have re- appointed, subject to the approval of the Members of the Company in its ensuing Annual General Meeting, Sri Abhay Bhutoria as the Managing Director of the Company for a further period of 5 (five) years with effect from 1 st December, 2010 mainly to manage and control the operations of the Company in Northern and Western India under the superintendence, control and direction of the Board on account of his very rich experience in the same position for last 15 years in the Company.

His proposed principal terms of service and remuneration on such re-appointment with effect from 1st December, 2010 have been given in detail in the Explanatory Statement attached to the Notice convening the ensuing Annual General Meeting.

The re-appointment and remuneration of Sri Bhutoria as the Companys Managing Director require the approval of the Members of the Company in General Meeting by passing a Resolution in terms of Section II of Part II and Paragraph 1 of Part ill of Schedule XIII to the Act read with Section 311 of the Act and the remuneration payable to him also requires the approval of the Members of the Company in General Meeting under Section 309 of the Act, which will be sought for in the forthcoming Annual General Meeting of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

1. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for that period;

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

4. the Directors have prepared the Annual Accounts on a going concern basis; and

5. the Managing Director and the Chief Financial Officer of the Company have furnished the necessary certification to the Board on these Financial Statements as required under the revised Clause 49 of the Listing Agreements with the Stock Exchanges where the Equity Shares of the Company are Listed.

AUDITORS

M/s. A.C. Bhuteria & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and has been recommended by the Audit Committee of the Board of Directors for holding office till the conclusion of the next Annual General Meeting with a remuneration to be fixed by the aforesaid Committee in consultation with them.

BRANCH AUDITOR

Your Company has Branch Offices and Units at Jaipur-Rajasthan, Agra-U.P and Dhule-Maharashtra. M/s. N. C. Dhadda & Co., Chartered Accountants, were appointed the Branch Auditors for the Financial Year 2009-2010. It is proposed to re-appoint M/s. N. C. Dhadda & Co., Chartered Accountants, as Branch Auditors for the Jaipur, Barmer, Agra and Dhule Branch Offices and Units for the Financial Year 2010- 2011 at a remuneration to be fixed by the Audit Committee of the Board of Directors in consultation with them.

APPRECIATION

Your Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and co-operation received from Banks, State Electricity Boards, Government and Semi Government Authorities, Power Utilities, other customers and Shareholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the sincere and devoted services that the Executives, Staffs and Workers at all levels have rendered to your Company.

For and on behalf of the Board of Directors

S. S. Jain

Chairman

Registered office :

56, Netaji Subhas Road

Kolkata - 700 001

Dated : 30th August, 2010

 
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