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Directors Report of Srikalahasthi Pipes Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 23rd Annual Report and Audited Accounts of your Company for the year ended 31st March, 2015.

FINANCIAL RESULTS: Rs. in Lakhs Rs. in Lakhs

Particulars 2014-15 2013-14

Gross revenue from operations 1,12,304.37 1,03,715.95

Net revenue from operations 1,08,355.08 98,939.56

Other income 866.03 726.37

Total Revenue 1,09,221.11 99,665.93

Earning Before Interest, Depreciation, Taxation & Amortisation (EBITDA) 19,427.99 12,425.54

Finance Costs 4,369.37 5,489.61

Depreciation 3,116.90 2,794.28

Profit Before Taxation 11,941.72 4,141.65

Less: Tax including Deferred Tax 3,643.60 271.62

Profit After Taxation 8,298.12 3,870.03

Profit Brought Forward from Previous Year 1,016.08 (155.46)

Prior Period Adjustment - Taxation (81.36) (0.67)

Amount available for Appropriation 9,232.83 3,713.90

Appropriations are made as under:

- General Reserve 5,000.00 2,000.00

- Proposed Dividend including tax thereon 1,435.74 697.82

Balance Carried Forward to Next Year 2,797.09 1,016.08

DIVIDEND

Your Directors are pleased to recommend a dividend @ Rs. 3.00 per share on the equity shares of the Company for the year ended 31st March, 2015 (Previous year Rs. 1.50 per Share). If approved, the dividend will absorb Rs. 1,435.74 lakhs (including Rs. 242.85 lakhs towards dividend tax).

review of operations

Your Directors are pleased to inform that the Company has achieved Gross operating revenue of Rs. 1,123.04 crores during the year under review as against Rs. 1,037.16 crores in the previous year, thus registering an increase of 8.29% in gross revenue.

The production of D.I. Pipes during the FY 2014-15 was higher at 1,69,500 MT as compared to 1,62,892 MT for the FY 2013-14.

The production of Mini Blast Furnace (MBF), producing liquid metal mainly for Ductile Iron Pipe Plant was higher during the FY 2014-15 by 10.18% at 2,18,206 MT compared to 1,98,036 MT for the FY 2013-14. The production of Low Ash Metallurgical Coke was higher in FY 2014-15 by 16.90% at 1,60,554 MT as against 1,37,339 MT in FY 2013-14. The power generation from 12 MW Waste Heat Recovery Based Captive Power Plant was also higher in FY 2014-15 by 4.20% at 919 lakh units as against 882 lakh units in the FY 2013-14. The production of Cement during the FY 2014-15 was higher by 27.26% at 85,770 MT compared to 67,396 MT in the previous year.

During the year under review, the company has successfully completed its capital expenditure programme of Rs. 100 Crs. to increase the production of Ductile Iron pipes by 50,000 TPA. The Company has also successfully commissioned and synchronized 132 KV sub- station, which has reduced power interruptions and substantially improved quality of power supplied from the grid, besides resulting in a marginal decrease in power tariff.

Company has undertaken cost reduction measures suchas reduction of coke consumption, CRC scrap, HSD oil, effective utilization of sinter plant in terms of capacity and consumption ratio and reduction of power cost by increased captive power generation. Further, favourable trend in the prices of major raw materials viz. iron ore, coal helped the Company in sustaining overall reduction of the input cost during the year.

Besides the reduced cost of production and improved operational efficiency, the lower finance cost, the growth in the volume of the Ductile Iron Pipes coupled with improved sales realization increased the pre-tax profit of your Company to Rs. 119.42 Crs. in the FY 2014-15 as against Rs. 41.42 Crs reported in the FY 2013-14.

FUTURE PROSPECTS

With the successful completion of capital expenditure program of Rs. 100 Crs. the company would start reaping the benefits of increased production from the current year. The company is exploring additional measure of cost reduction and value addition to remain competitive in the industry.

In spite of growing competition in the domestic market, your Company is maintaining a satisfactory order position for the FY 2015-16.

To be fully self sufficient in its power requirements, the company during FY 2015-16 is planning to increase the capacity of its coke oven plant thereby increasing its captive power generation from 12 MW to 18 MW.

Being the low cost producer of quality Ductile Iron Pipes in India, having excellent logistics and integrated facility coupled with cost control measures, rising demand of D.I. Pipes, both in domestic and export market, your company is optimistic of its bright future.

NAME CHANGE

In order to reflect the core business of the Company i.e. manufacture and supply of D.I. Pipes in its name and the Company being situated at the Temple Town of Srikalahasthi, the Company has been renamed as Srikalahasthi Pipes Limited with effect from 29th September, 2014, as approved by the shareholders.

Consequent to change in name, the branding of company''s products have been changed. Ductile Iron Pipes is branded as "Sripipes" and Cement is branded as "Srikalahasthi Gold Cement".

CREDIT RATING

Your Company has been rated as "CARE A (Single A)" for long term bank facilities. This indicates adequate degree of safety regarding timely servicing of financial obligations and carry low credit risk. The rating assigned for short term facilities is "CARE A1 (A One) and indicates having very strong degree of safety regarding timely payment of financial obligations and carries lowest risk.

DIRECTORS

IDBI Bank Limited has withdrawn its nominee Shri A. Joseph Kumar from the Board of Directors of the Company with effect from 9th September, 2014.

Andhra Pradesh Industrial Development Corporation (API DC), Hyderabad has withdrawn its nominee Smt Anita Rajendra, IAS with effect from 16th October, 2014 and nominated Shri J.S. Venkateswara Prasad, IAS on the Board of Directors of your Company with effect from 30th January, 2015.

Your Directors place on record their appreciation for the active participation and valuable services rendered to the Company by Shri A. Joseph Kumar and Smt. Anita Rajendra, IAS.

As recommended by the Nomination & Remuneration Committee, the Board of Directors has approved the appointment of Ms. S. Hemamalini as additional Director on the Board of Directors of the Company with effect from 17th March, 2015 and she will hold office up to the conclusion of ensuing Annual General Meeting.

Shri G.S. Rathi and Shri S.Y. Rajagopalan retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Ms. S. Hemamalini as Independent Director for a term of five consecutive years from the conclusion of this Annual General Meeting.

Details of the proposal for appointment of Ms. S. Hemamalini are mentioned in the explanatory statement under Section 102 of the Companies Act, 2013 of the Notice of the Annual General Meeting.

The Company has received declarations from the 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 Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A report on Corporate Governance Practices, as stipulated under Clause 49 of the Listing Agreement, the Auditors'' Certificate on compliance of mandatory requirements thereof form part of the Annual Report.

INTERNAL FINANCIAL CONTROLS & ADEQUECY

The Company has developed a strong two tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as code of conduct, whistle blower policy, management review & MIS and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company''s policies and procedures, efficiency in operations and also reduce the risk of frauds.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with the Management oversees results of the internal audit and review implementation on a regular basis.

MANAGEMENT DISCUSSION AND ANALYSIS

Please refer to the Management Discussion and Analysis section appearing elsewhere in the Annual Report.

RISK MANAGEMENT POLICY

The Company has in place a well defined Risk Management Policy, which ensures sustainable business growth with stability and promotes a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management and guides decisions on risk related issues. The elements of risk associated with the business, which may likely to have a bearing on the performance of the Company and the focused initiatives taken by the Company for mitigation of risks is covered elsewhere under Risk Management Section in the Annual Report.

NOMINATION & REMUNERATION POLICY

Company''s Nomination and Remuneration Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under the Listing Agreement. The Committee shall guide the Board:

a) In relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) In evaluating the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

c) In formulating the criteria for determining qualifications positive attributes and independence of a Director.

d) In recommending to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

WHISTLE BLOWER MECHANISM (POLICY)

Section 177(9) of the Companies Act, 2013 read with its respective rules and Revised Clause 49 of the Listing Agreement provides for a mandatory requirement for all listed companies to establish a vigil mechanism called ''Whistle Blower Policy'' for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct or ethics policy.

In view of the above, the Company has established a vigil mechanism for the directors and employees to report genuine concerns or grievances in such manner as may be prescribed and provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

This Policy covers malpractices and events which have taken place / suspected to have taken place, misappropriation of monies, manipulations, negligence causing danger to public health and safety, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, and other matters or activity by which the Company''s interest is affected and formally reported by whistle blowers concerning its employees.

EVALUATION OF PERFORMANCE OF BOARD MEMBERS

The Nomination & Remuneration Committee has carried out performance evaluation of the Board, its Committees and its individual Directors on an annual basis. To assist in this process an independent advisor may be used.

The Nomination & Remuneration Committee conducts an annual review of the role of the Board, assess the performance of the Board over the previous 12 months and examine ways of assisting the Board in performing its duties more effectively.

The review includes:

a) Comparing the performance of the Board with the requirements of its Charter;

b) Examination of the Board''s interaction with management;

c) The nature of information provided to the Board by management; and

d) Management''s performance in assisting the Board to meet its objectives.

A similar review is conducted for each Committee by the Board with the aim of assessing the performance of each Committee and identifying areas where improvements can be made.

Based upon the results of these evaluations, it was observed that the board and its committees are operating effectively and that the individual directors'' performance continues to be effective and demonstrates the level of commitment expected by the Company.

EMPLOYEES

Your Directors wish to place on record their appreciation for the committed services rendered by the employees of your Company at all levels during the year under review and for their co-operation in maintaining cordial relations.

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, in terms of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

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

STATUTORY INFORMATION

Information as per Companies (Accounts) Rules, 2014 related to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure-I attached hereto and forming part of this report.

OTHER INFORMATION

Particulars of information forming part of the Board''s Report pursuant to Section 134 of the Companies Act, 2013 and relevant Rules thereof, not covered elsewhere in the report are given hereunder:

1) There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in their report or by the practicing Company Secretary in the Secretarial Audit Report.

2) The Company has not given any guarantees or made any investments during the years, which would be covered by Section 186 of the Companies Act, 2013.

3) Discussion on state of Company''s affairs has been covered as part of the Management Discussion and Analysis.

4) Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company at the beginning of the Report.

5) There are no material changes or commitments occurring after 31st March, 2015, which may affect the financial position of the Company or may require disclosure.

6) During the year under review, there has been no change in the nature of business of the Company.

7) The Company did not have any subsidiaries, joint ventures and associates companies, which have ceased during the year.

8) The Company has not accepted deposits under Chapter V of the Companies Act, 2013.

9) The Company has not received any such orders from Regulators, Courts or Tribunals during the year, which may impact the going concern status or the Company''s operations in future.

10) During the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013.

AUDITORS

The Shareholders of the Company in the Annual General Meeting held on 27th September 2014 had approved appointment of M/s. K.R. Bapuji & Co., Chartered Accountants as Statutory Auditors of the Company for the FY 2014-15 and authorized the Board of Directors to fix their remuneration.

Pursuant to Sections 139, 141 and 142 of the Companies Act, 2013 and relevant rules prescribed there under, the Company has received certificate from the Statutory Auditors to the effect, inter alia, that they are not disqualified for ratification of appointment under the provisions of applicable laws, the appointment is as per the terms and the limits prescribed under the Companies Act, 2013 and no proceedings against them or any of their partners are pending with respect to matter of professional conduct.

The Auditors have also confirmed that they have subjected themselves to Peer Review, a process of Institute of Chartered Accountants of India (ICAI) for evaluating the quality of audit and attestation services and that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors'' Report addressed to the shareholders of the Company, does not contain any qualification.

The Auditors, M/s. K.R. Bapuji & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment to hold office from the conclusion of the forthcoming Annual General Meeting till the conclusion of Twenty Fifth Annual General Meeting to be held in the year 2017, subject to ratification by shareholders at the ensuing Annual General Meeting.

COST AUDITORS

The Company has appointed M/s. Narasimhamurthy & Co., Cost Accountants, Hyderabad, as Cost Auditors and the Central Government has approved the appointment of M/s. Narasimhamurthy & Co., for conducting the audit of cost accounts maintained by the Company for the financial year 2014-15.

SECRETARIAL AUDIT

The Company has appointed Mr. S. Chidambaram, Company Secretary in Practice, Hyderabad as Secretarial Auditor for conducting the Secretarial Audit of the Company for the financial year 2014-15 and the Secretarial Audit Report issued by the Auditors is attached hereto and forming part of this Report as Annexure V.

GREEN INITIATIVE

The Ministry of Corporate Affairs has taken the Green Initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode.

Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to their respective e-mail IDs through electronic mode.

Your Company appeals to the shareholders, who are yet to register their E-mail addresses that you take necessary steps for registering the same so that you can also become a part of the initiative and contribute towards a Greener environment.

ANNEXURES TO THE BOARD''S REPORT

i) Pursuant to Section 134 (3) (m) of the Companies Act, 2013, information relating to Conservation of Energy, Technology absorption and foreign exchange earnings and outgo is enclosed vide Annexure - I.

ii) Pursuant to Section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual Return as provided under sub section (3) of Section 92 of the Act in Form MGT-9 is enclosed vide Annexure - II.

iii) Pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8

(2) of Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related parties in the prescribed Form AOC-2, forming part of Directors'' Report is enclosed vide Annexure - III.

iv) Pursuant to Section 135 (4) (a) of the Companies Act, 2013 read with Rule 8 (1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on CSR activities in the prescribed format, forming part of the Director''s Report is enclosed vide Annexure - IV.

v) Disclosure under Section 197 (12) read with Rule 5(1) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 is enclosed vide Annexure - V.

vi) Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014, the Secretarial Audit Report is enclosed vide Annexure - VI.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company

confirms:

i) That in the preparation of annual accounts the applicable accounting standards have been followed and there has been no material departure.

ii) That the selected accounting policies were applied consistently and the Directors 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 31st March, 2015.

iii) That proper and sufficient care has been taken 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.

iv) That the annual accounts have been prepared on a going concern basis.

v) That sufficient internal financial controls have been laid down and such internal financial controls are adequate and were operating effectively; and

vi) That proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their appreciation on dedication and commitment of employees at all levels, resulting in the successful performance of the Company during the year. Your Directors would also like to thank and express their gratitude for the support and co-operation received from employees of the Company, shareholders, customers, agents, suppliers, bankers, Government authorities and all the other business associates and the confidence reposed in its management.

For and on behalf of the Board of Directors

Place : Chennai G. Maruthi Rao Date : 30th April 2015 Chairman


Mar 31, 2014

Dear shareholders,

The Directors take pleasure in presenting the 22nd Annual Report and Audited Accounts of your Company for the year ended 31st March, 2014.

Financial results: rs. in lakhs Rs. in Lakhs

Particulars 2013 -14 20 12-13

Gross revenue from operations 1,03,715.95 89,762.13

Net revenue from operations 98,939.56 86,388.93

Other income 724.06 1,002.43

Total Revenue 99,663.62 87,391.36

Earning Before Interest, Depreciation, Taxation & Amortisation 12,425.54 6,127.57

Finance Costs 5,489.61 6,041.80

Depreciation 2,794.28 2,218.42

Profit/(Loss) Before Taxation 4,141.65 (2,132.65)

Less: Tax including Deferred Tax 271.62 (823.03)

Profit/(Loss) After Taxation 3,870.03 (1,309.62)

Profit/(Loss) Brought Forward from Previous Year (155.46) 1,154.16

Prior Period Adjustment – Taxation (0.67) -

Amount available for Appropriations 3,713.90 (155.46) Appropriations are made as under:

– General Reserve 2,000.00 -

– Proposed Dividend including tax thereon 697.82 -

Balance Carried Forward to Next Year 1,016.08 (155.46)

DiViDenD

Your Directors are pleased to recommend a dividend @ Rs. 1.50 per share on the equity shares of the Company for the year ended 31st March, 2014. If approved, the dividend will absorb Rs. 697.82 Lakhs (including Rs. 101.37 Lakhs towards dividend tax).

reVieW of operations

Your Directors are pleased to inform that Company crossed the Rs. 1000 Crores turnover mark and has achieved Gross operating revenue of Rs. 1,037.16 crores during the year under review as against Rs. 897.62 crores in the previous year, thus registering an increase of 16% in gross revenue.

The production of D.I. Pipes during the FY 2013-14 was higher at 1,62,892 MT as compared to 1,57,753 MT for the FY 2012-13.

The production of Mini Blast Furnace (MBF), producing liquid metal mainly for Ductile Iron Pipe Plant was higher during the FY 2013-14 by 10.82% at 1,98,036 MT compared to 1,78,707 MT for the FY 2012-13. The production of Low Ash Metallurgical Coke was higher in FY 2013-14 by 9.66% at 1,37,339 MT as against 1,25,239 MT in FY 2012-13 and the power generation in 12 MW – Waste Heat Recovery Based Captive Power Plant was also higher in FY 2013-14 by 37.38% at 882 lakh units as against 642 lakh units in FY 2012-13. The production of cement during the FY 2013-14 was marginally higher at 67,396 MT compared to 66,059 MT in the previous year.

Successful commissioning of Sinter Plant in the last quarter of the FY 2012-13, helped the Company during the year under review, in replacing high cost calibrated iron ore with iron ore fnes. Resultant reduction in coke consumption and the favourable coal prices movement culminated into overall reduction in input cost.

This apart, the improved availability of captive power generation, during the year under review, minimized the incidence of power purchase from power exchange and also reduced the dependence on generation of power by DG Sets, thus leading to signifcant lower power cost during the FY 2013-14 as compared to FY 2012-13.

With the hedging policy of the company in place for the year under review the company prevented its foreign exchange losses inspite of unfavourable fuctuation in rupee-dollar equation.

With moderate growth in the volumes of D.I. pipes during the year under review, coupled with reduced cost of molten metal and captive power, your Company has achieved a pre-tax Profit of Rs. 41.42 Crs in the FY 2013-14 as against a net loss of Rs. 21.32 Crs reported in the FY 2012-13.

future prospects

During the current year, the company has embarked an investment of Rs. 100 Crores by way of capital expenditure to improve the quality and production level of Ductile Iron Pipes. The company is adding certain balancing facilities which include enhancement of blowing capacity in MBF, additional induction furnace, new spinning machine with higher productivity, additional fnishing line and other process automation equipments. This will result in increased production of Ductile Iron Pipes by 50000 MT per annum.

This investment will also enable the company to enter into export market. The project is funded by term loan and internal accruals.

In spite of intense competition in the domestic market, the order position of your company is comfortable for FY 2014-15. Barring unforeseen circumstances, on completion of these investments in 2014, the company will start getting the benefits of higher production from last quarter of current financial year.

creDit rating

Your Company has been rated as "CARE A (Single A)" for long term bank facilities. This indicates adequate degree of safety regarding timely servicing of financial obligations and carry low credit risk. The rating assigned for short term facilities is "CARE A1 (A One) and indicates having very strong degree of safety regarding timely payment of financial obligations and carries lowest risk.

Directors

Andhra Pradesh Industrial Development Corporation (APIDC), Hyderabad nominated Smt. Anita Rajendra, IAS on the Board of Directors of your Company with effect from 5th August, 2013 in place of Shri K. Rajendra Prasad.

Shri L. Madhusudhan Rao, Shri G. Bhaskar Rao and Shri L. Sridhar resigned from the Directorship of the Company with effect from 3rd February, 2014.

Your Directors place on record their appreciation for the active participation and valuable services rendered to the Company by Shri K. Rajendra Prasad, Shri L. Madhusudhan Rao, Shri G. Bhaskar Rao and Shri L. Sridhar.

Shri S.Y. Rajagopalan retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Impending notifcation of section 149 and other applicable provisions of the Companies Act, 2013 your Directors are seeking appointment of Mr. G. Maruthi Rao and Mr. R.K. Khanna as Independent Directors for a term of five consecutive years from the conclusion of this Annual General Meeting.

Details of the proposal for appointment of Mr. G. Maruthi Rao and Mr. R.K. Khanna are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the Annual General Meeting.

The Company has received declarations from the Independent Directors of the Company confrming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

corporate goVernance

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A report on Corporate Governance Practices, as stipulated under Clause 49 of the Listing Agreement, the Auditors'' Certifcate on compliance of mandatory requirements thereof form part of the Annual Report.

management Discussion anD analysis

Please refer to the Management Discussion and Analysis section appearing elsewhere.

employees

Your Directors wish to place on record their appreciation for the committed services rendered by the employees of your Company at all levels during the year under review and for their co-operation in maintaining cordial relations.

In terms of the provisions of Section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees) Rules,

1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(B)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Offce of the Company.

statutory information

Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 related to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure-''A'' attached hereto and forming part of this report.

Directors responsiBility statement

The Board of Directors of the Company confrms:

i) That in the preparation of annual accounts the applicable accounting standards have been followed and there has been no material departure;

ii) That the selected accounting policies were applied consistently and the Directors 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 31st March, 2014 and its Profit for the year ended on that date;

iii) That proper and suffcient care has been taken 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; and

iv) That the annual accounts have been prepared on a going concern basis.

Auditors

The Auditors, M/s. K.R. Bapuji & Co., Chartered Accountants, retire at the conclusion of the for thcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

cost auditors

The Company has appointed M/s. Narasimhamurthy & Co., Cost Accountants, Hyderabad, as Cost Auditors and the Central Government has approved the appointment of M/s. Narasimhamurthy & Co., for conducting the audit of cost accounts maintained by the Company for the financial year 2013-14.

acknowledgements

Your Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the employee unions, shareholders, customers, agents, suppliers, bankers, Government authorities and all the other business associates for the continuous support given by them to the Company and the confdence reposed in its management.

For and on behalf of the Board of Directors

Place: Chennai s.y. rajagopalan Mayank kejriwal Date: 3rd May, 2014 Director Managing Director


Mar 31, 2013

Dear Shareholders,

The Directors take pleasure in presenting the 21st Annual Report and Audited Accounts of your Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

Rs. in Lakhs

Particulars 2012-13 2011-12

Gross revenue from operations 89,762.13 82,384.79

Net revenue from operations 86,388.93 78,700.02

Other income 1,002.43 842.12

Total Revenue 87,391.36 79,542.14

Earning Before Interest, Depreciation, Taxation & Amortisation (EBITDA) 6,127.57 7,368.64

Finance Costs 6,041.80 5,786.10

Depreciation 2,218.42 1,999.33

Profit/(Loss) Before Taxation (2,132.65) (416.79)

Less: Tax including Deferred Tax (823.03) (21.56)

Profit/(Loss) After Taxation (1,309.62) (395.23)

Profit Brought Forward from Previous Year 1,154.15 1,608.28

Prior Period Adjustment - Taxation (58.90)

Balance Carried Forward to Next Year (155.47) 1,154.15

DIVIDEND

In the absence of profits for the year, your Directors express their inability to recommend any dividend for the year ended 31st March, 2013.

REVIEW OF OPERATIONS

The Company achieved Gross operating revenue of Rs. 897.62 crores during the year under review as against Rs. 823.85 crores in the previous year, registering an increase of 8.95%.

The production of D. I. Pipes during the FY 2012-13 was higher by 7.70% at 1,57,753 MT when compared to 1,46,478 MT for the FY 2011-12.

The production of Mini Blast Furnace (MBF), producing liquid metal mainly for Ductile Iron Pipe Plant was marginally lower during the FY 2012-13 at 1,78,707 MT compared to 1,80,026 MT for the FY 2011-12. The production of Low Ash Metallurgical Coke was higher in FY 2012-13 by 16.2% at 1,25,239 MT as against 1,07,765 MT in FY 2011-12. However, the power generation in 12 MW - Waste Heat Recovery Based Captive Power Plant was slightly lower in FY 2012-13 at 642 lakh units as against 678 lakh units in FY 2011-12, due to shutdown of Power Plant for 25 days for synchronization of 3rd boiler and turbine overhauling.

Due to adverse power situation in the state, production of slag cement during the year under review was lower by 26.60% at 66,059 MT as against 90,000 MT in the FY 2011-12.

Procurement of calibrated iron ore through e-auction route at a higher cost continued till 3rd quarter of the year under review, resulting in significant increase in the input cost.

This apart, the power crisis in the State has further aggravated in the FY 2012-13, leading to shortage of power, on account of load/supply restrictions imposed by APSPDCL. This has forced your Company to purchase power from private power generation companies through Indian Energy Exchange (IEX) at a much higher cost compared to the cost of grid power. The power cost has been increased by about 28% in the State for HT Consumers from April, 2012.

Although, your Company has registered a moderate growth in the volumes of Dl pipes during the FY 2012-13, due to higher cost of iron ore, power and interest, the profitability of the Company was adversely affected.

FUTURE PROSPECTS

Installation of 3rd battery in Coke Oven Plant and additional Boiler in 12 MW Captive Power Plant has been successfully

commissioned during the year under review. Accordingly, the capacity of Coke Oven Plant has increased from 1,50,000 TPA to 2,25,000 TPA. Moreover, the additional boiler has resulted in full utilization of the capacity of 12 MW Captive Power Plant.

Further, the Sinter Plant project started in the year 2011-12 has been successfully commissioned in the last quarter of the year under review. With sinter, the requirement of high cost calibrated iron ore has been replaced with low cost iron ore fines in the current inventory by more than 80% and reduced coke consumption. This has increased the capacity of MBF to 2,75,000 TPA. All these factors together lead to improved working in the last quarter of FY 2012-13.

The power cost has been increased by about 24% in the State for HT Consumers from April, 2013. Installation of 132 KVA Sub-Station to synchronize the power requirements of the company was delayed, due to slow progress of APTRANSCO''s 220/132 KVA Substation. This is now expected to be commissioned by 2nd quarter of 2013-14, resulting to lower cost of power, besides improved quality.

Although there is intense competition in the domestic market, with the implementation of the above mentioned backward integration projects, your company''s profitability will improve during the FY 2013-14, barring unforeseen circumstances.

DIRECTORS

Shri R.K. Khanna was appointed as an additional Director on the Board of Directors of the Company from 9th February, 2013. He will hold office upto the conclusion of ensuing Annual General Meeting. The Company has received a notice from a member of the Company to appoint Shri R.K.Khanna as a Director, liable to retire by rotation.

Shri G. Bhaskara Rao and Shri Gouri Shankar Rathi retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A report on Corporate Governance Practices, as stipulated under Clause 49 of the Listing Agreement, the Auditors'' Certificate on compliance of mandatory requirements thereof form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Please refer to the Management Discussion and Analysis section appearing elsewhere.

EMPLOYEES

Your Directors wish to place on record their appreciation for the committed services rendered by the employees of your Company at all levels during the year under review and for their co-operation in maintaining cordial relations.

There are no employees who are in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

STATUTORY INFORMATION

Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 related to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure-A'' attached hereto and forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

That in the preparation of annual accounts the applicable accounting standards have been followed and there has been no material departure.

That the selected accounting policies were applied consistently and the Directors 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 31st March, 2013 and of the loss of the Company for the year ended on that date.

That proper and sufficient care has been taken 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: and

That the annual accounts have been prepared on a going concern basis.

AUDITORS'' REPORT

Regarding Auditors'' observation on use of short term funds for long term purposes, your Directors would like to inform that steps are being taken for converting short term loans into medium term loans.

AUDITORS

The Auditors, M/s. K.R. Bapuji & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

COST AUDITORS

The Company has appointed M/s.Narasimhamurthy & Co., Cost Accountants, Hyderabad, as Cost Auditors and the Central Government has approved the appointment of M/s. Narasimhamurthy & Co., for conducting the audit of cost accounts maintained by the Company for the financial year 2012-13.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, banks, Government authorities, customers, vendors and members during the year under review.

For and on behalf of the Board of Directors Place: Chennai L. Sridhar Mayank Kejriwal

Date: 6th May, 2013 Director Managing Director


Mar 31, 2012

The Directors take pleasure in presenting the 20th Annual Report and Audited Accounts of your Company for the year ended 31st March, 2012.

FINANCIAL RESULTS: Rs. in Lakhs

Particulars 2011-12 2010-11

Gross revenue from operations 82,384.79 75,129.73

Net revenue from operations 78,700.02 72,599.99

Other income 842.12 1,011.48

Total Revenue 79,542.14 73,611.47

Earning Before Interest, Depreciation, Taxation & Amortisation (EBITDA) 7,368.64 9,724.67

Finance Costs 5,786.10 2,268.54

Depreciation 1,999.33 1,871.61

Profit/(Loss) Before Taxation (416.79) 5,584.52

Less: Tax including Deferred Tax (21.56) 1,381.89

Profit/(Loss) After Taxation (395.23) 4,202.63

Profit Brought Forward from Previous Year 1,608.28 1,657.94

Prior Period Adjustment - Taxation (58.90) (59.08)

Amount available for Appropriation 1,154.15 5,801.49

Appropriations are made as under:

- General Reserve - 3,500.00

- Proposed Dividend including tax thereon - 693.21

Balance Carried Forward to Next Year 1,154.15 1,608.28

DIVIDEND

In the absence of profits for the year and the need to conserve the funds for operations, your Directors express their inability to recommend any dividend for the year ended 31st March, 2012.

REVIEW OF OPERATIONS

The Company achieved Gross operating revenue of Rs. 823.85 Crores during the year under review as against Rs. 751.30 Crores in the previous year, registering an increase of 9.66%.

The production of D.I. Pipes during the FY 2011-12 was higher by 8.70% when compared with the previous FY 2010-11.

The production of Mini Blast Furnace (MBF), producing liquid metal mainly for Ductile Iron Pipe Plant registered an increase of 23% at 1,80,026 MT for the FY 2011-12 compared to 1,46,285 MT in the FY 2010-11. Similarly the production of Low Ash Metallurgical Coke was higher in FY 2011-12 by 14.5% at 1,07,765 MT as against 94,092 MT in FY 2010-11 and the power generation in 12 MW - Waste Heat Recovery Based Captive Power Plant was higher in FY 2011-12 by 30.89% at 678 lakh units as against 518 lakh units in FY 2010-11.

Due to better demand, the production and sale of Cement during the year under review has seen a substantial rise, by about 47%.

Although, your Company has registered a moderate growth in the volumes during the FY 2011-12, the following external factors have affected the overall working of the Company.

Iron ore, which is one of the major inputs being used by your Company, has been sourced predominantly from National Mineral Development Corporation, from their mines at Hospet and Bellary to take advantage of logistical proximity, under long term contract arrangement with them. Pursuant to the order of the Apex Court, the contract with NMDC got annulled leaving the option of procuring the required Iron ore only through e-auction route. This has resulted in substantial rise of input cost of iron ore by about 25% and also non-availability of desired quality material when compared to the price and availability of material to similar units elsewhere in the country, thereby depriving level playing field to your Company.

Further, owing to demand-supply mismatch of electricity in the State, APSPDCL has imposed load/supply restrictions for all industrial units, starting from the 3rd quarter of the year under review, and your company being a continuous process industry these power restrictions has reduced the productivity, particularly of D.I. Pipe Plant, resulting in additional financial costs.

In spite of reasonable increase in the volumes of production by all the Divisions when compared to the earlier year 2010-11, for the reasons mentioned hereinabove and unprecedented depreciation of rupee against dollar have taken a toll on the profitability of your company during the year under review.

FUTURE PROSPECTS

Project for installation of additional battery in Coke Oven Plant and installation of Boiler in 12 MW Captive Power Plant, executed by your Company during the last financial year, is in the final stages of its completion and is expected to be commissioned during 2nd quarter of FY 2012-13. With this, the capacity of coke oven plant will increase to 225,000 TPA and 12 MW Captive Power Plant is expected to increase to the extent of its installed capacity. Further, the project of installation of 132 KV Sub-Station to synchronize the power requirements of the company is also under progress and is likely to be completed in line with the erection of APTRANSCO's 220/132 KV Substation at Chindepalli, which is expected to be commissioned by September, 2012.

During the year under review, your Company has started executing its project for setting up of Sinter Plant. The installation and erection work is going on in full stream and it is also expected to be commissioned during 2nd quarter of FY 2012-13. After the commissioning of Sinter plant, requirement of high cost calibrated iron ore will come down by 75%, as it will be replaced by low cost iron ore fines. This will result in improved performance from the 3rd quarter of current year.

The above capital expenditure would provide a competitive edge to your company on account of reduction in production cost in the coming years.

While the intense competition in domestic market may continue to influence selling prices, the Company's major thrust on cost reduction measures and implementation of above mentioned backward integration projects will support in protecting the bottom-line of your Company.

CREDIT RATING

Credit Analysis and Research Limited (CARE), a leading rating agency has reviewed and reaffirmed the long term rating as "CARE A " (Single A plus). This rating is applicable to facilities having tenure of more than one year. CARE A rating indicates adequate safety for timely servicing of debt obligations and carry low credit risk.

The rating for short term facilities has been reviewed and reaffirmed as "CARE A1 " (A One Plus), the highest rating in the category and indicates a strong capacity for timely payment of short term debt obligations and carry lowest credit risk.

DIRECTORS

Andhra Pradesh Industrial Development Corporation (APIDC), Hyderabad nominated Smt Nilam Sawhney, IAS on the Board of Directors of your Company with effect from 29th July, 2011 in place of Shri V. Nagi Reddy, IAS. Subsequently Shri K. Rajendra Prasad has been nominated by APIDC on the Board of Directors of your Company with effect from 27th April, 2012, in place of Smt Nilam Sawhney, IAS.

IDBI Bank nominated Shri A. Joseph Kumar on the Board of Directors of your Company with effect from 10th August, 2011 in place of Shri P.M. Suresh.

Your Directors place on record their appreciation for the active participation and valuable services rendered to the Company by Shri V. Nagi Reddy, Shri P.M. Suresh and Smt Nilam Sawhney.

Shri L. Sridhar and Shri L. Madhusudhan Rao retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The present term of appointment of Shri Mayank Kejriwal as Managing Director of the Company shall expire on 29th April, 2012. The Board of Directors of the Company at its meeting held on 27th April, 2012 re-appointed Shri Mayank Kejriwal as Managing Director of the Company for a period of five years with effect from 30th April, 2012 at the same terms and conditions, subject to approval of the shareholders and other applicable provisions of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company has fully complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A report on Corporate Governance Practices, the Auditors' Certificate on compliance of mandatory requirements thereof and Management Discussion and Analysis are given as annexure to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Please refer to the Management Discussion and Analysis section appearing elsewhere.

EMPLOYEES

Board of Directors expresses its appreciation for sincere efforts made by the employees of your Company at all levels during the year and for their co-operation in maintaining cordial relations.

There are no employees who are in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

STATUTORY INFORMATION

Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 related to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure-'A' attached hereto and forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

That in the preparation of annual accounts the applicable accounting standards have been followed and there has been no material departure.

That the selected accounting policies were applied consistently and the Directors 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 31st March, 2012 and of the loss of the Company for the year ended on that date.

That proper and sufficient care has been taken 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: and

That the annual accounts have been prepared on a going concern basis.

AUDITORS

The Auditors, M/s. K.R. Bapuji & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

COST AUDITORS

The Central Govt. vide Order No. F/S2/26/CAB/2010 has made cost audit of the cost records compulsory for industries such as Cement, Steel, tyres & tubes, paper, aluminum etc., in respect of each of the financial year commencing on or after 1st April, 2011.

Accordingly, to comply with the order of the Central Govt., the Board of Directors of your Company appointed M/s. Narasimhamurthy & Co., Cost Accountants, Hyderabad as Cost Auditors for conducting the audit of cost accounts maintained by the Company for the financial year 2011-12.

ACKNOWLEDGEMENTS

The Board of Directors thanks the Government Authorities, Financial Institutions, Banks, Customers, Vendors, Shareholders & Investors for their continued co-operation and support to your Company.

For and on behalf of the Board of Directors

Place: Chennai G. Maruthi Rao Mayank Kejriwal

Date: 27th April, 2012 Director Managing Director


Mar 31, 2010

The Directors take pleasure in presenting the 18th Annual Report and Audited Accounts of your Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Lakhs) (Rs. in Lakhs) 2009-10 2008-09

Net Sales & Other Income 69,129.89 64,681.79

Profit before Depreciation & Tax 10,592.23 4,464.66

Depreciation 1,794.60 1,641.84

Profit before Taxation 8,797.63 2,822.82

Less: Provision for Taxation (Including Deferred Tax) 3,003.66 987.53

Profit after Tax 5,793.97 1,835.29

Profit brought Forward from Previous Year 1,143.80 1,242.48

Prior Period Adjustment 67.99 --

Debenture Redemption Reserve written back 750.00 -

Balance available for Appropriation 7,755.76 3,077.77 Appropriations are made as under:

- Debenture Redemption Reserve - 468.75

- General Reserve 5,400.00 1,000.00

- Proposed Dividend 596.45 397.64 -Dividend Tax 101.37 67.58

Balance Carried Forward to Next Year 1,657.94 1,143.80

DIVIDEND

Considering the improved profitability, your Directors are pleased to recommend a higher dividend @ Rs. 1.50 per share on the equity shares of the Company for the year ended 31st March, 2010, as against Rs. 1.00 per share in the previous year. If approved, the dividend will absorb Rs. 697.82 lakhs (including Rs. 101.37 lakhs towards dividend tax).

REVIEW OF OPERATIONS

During the year, the Company has sold 1,49,805 MT of D.I. pipes compared to previous years dispatches of 1,23,345 MT, registering an increase of 21.50% and the Sales (Gross) of the Company increased from Rs. 680.47 Crores in FY 2008-09 to Rs. 710.52 Crores in FY 2009-10. The profit (PBT) for the year, however, was considerably higher at Rs. 87.98 Crores as against Rs. 28.23 Crores reported in the previous year. The improved profitability is mainly attributable to higher volumes, reduced input costs, better sales realization and effective fund management resulting in lower interest expenses compared to last year.

The quantity of Low Ash Metallurgical Coke produced in the Coke Oven Plant was lower by 9% at 1,02,862 MT in FY 2009-10 as against 1,13,052 MT in FY 2008-09, due to shutdown of some ovens for major repair. The units of power generated in the 12 MW Waste Heat Recovery Based Captive Power Plant of the Company were also lower at 536 Lakh units during the year under review compared with 629 Lakh units in the preceding year due to reduced production of Coke Oven Plant.

The production of Mini Blast Furnace (MBF) producing liquid metal mainly for Ductile Iron Pipe Plant, for the year was higher at 1,58,503 MT compared with 1,48,433 MT in the previous year, reflecting an increase of about 7%.

The production of D.I. Pipes was higher by about 21% at 1,49,604 MT compared with 1,23,422 MT in the preceding year. The higher production is attributable to increased liquid metal availability from MBF and full-fledged operation of additional Induction Furnaces and Annealing Furnace installed during the previous year.

The production of Cement during the year was lower by 21% at 68,476 MT compared to 86,812 MT in the previous year, due to curtailed operations on account of sluggish market conditions prevailing during the year under review, particularly affecting the demand for slag cement.

As already reported in the previous year, the Company is in the process of repairing the Mini Blast Furnace along with installation of Hot Blast Stoves, which is expected to be commissioned by June, 2010 to increase the liquid metal capacity of the plant to 225,000 TPA. This, along with additional balancing equipments being installed in D.I. Pipe Plant, will increase the D.I. Pipes capacity also to 225,000 TPA.

FUTURE PROSPECTS

Given the trend of spiraling prices of iron ore and coal and also the upcoming capacities in the D.I. Pipes sector, the margins would be under pressure in the coming years. However, Company is adopting various cost reduction measures like installation of Hot Blast Stoves etc., to reduce the impact.

As a measure of further cost reduction, your Company also envisages to install a Sinter Plant, which along with balancing equipments being installed in Ductile Iron Pipe Plant will further increase the liquid metal and D.I. pipe capacity to 275,000 TPA by September, 2011. The Company plans to finance these investments through internal accruals and the Term Loans already sanctioned by the Banks. With all these developments on course, the future outlook for the performance of your Company appears to be positive.

DIRECTORS

Andhra Pradesh Industrial Development Corporation (APIDC), Hyderabad nominated Shri Vinod Kumar Agrawal, IAS on the Board of Directors of your Company with effect from 24th July, 2009 in place of Shri P. Rajeswara Rao. Your Directors place on record their appreciation for the active participation and valuable services rendered to the Company by Shri P. Rajeswara Rao.

Industrial Development Bank of India (IDBl), Chennai nominated Shri P.M.Suresh on the Board of Directors of your Company with effect from 19th April, 2010 in place of Shri D.R. Jawahar. Your Directors place on record their appreciation for the active participation and valuable services rendered to the Company by Shri D.R. Jawahar.

Shri L. Madhusudhan Rao and Shri G. Bhaskara Rao retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE

The Corporate Governance report is set out as Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Please refer to the management discussion and analysis section appearing elsewhere.

PARTICULARS OF EMPLOYEES

Board of Directors express its appreciation for sincere efforts made by the employees of your Company at all levels during the year and their co-operation in maintaining cordial relations.

The information required under Section 217(2 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, the report and accounts are being sent to all the shareholders of the Company excluding the above information. Those shareholders, who desire to obtain these particulars, would be provided the same upon receiving such request.

STATUTORY INFORMATION

Information as per Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 related to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure-A attached hereto and forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

i) That in the preparation of annual accounts the applicable accounting standards have been followed and there has been no material departure.

ii) That the selected accounting policies were applied consistently and the Directors 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 31st March 2010 and of the profits of the Company for the year ended on that date.

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the annual accounts have been prepared on a going concern basis.

AUDITORS REPORT

Regarding Auditors observation on remuneration to Managing Director, attention is invited to note 4 of schedule 17 of the accounts, which is self-explanatory.

AUDITORS

The Auditors, M/s. K.R. Bapuji & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENTS

The Board of Directors thank the Government Authorities, Financial Institutions, Banks, Customers, Vendors, Shareholders & Investors for their continued co-operation and support to your Company.

For and on behalf of the Board of Directors

Place: Chennai L. Sridhar Mayank Kejriwal

Date: 28th April, 2010 Director Managing Director

 
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