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Directors Report of Tecpro Systems Ltd.

Mar 31, 2014

Dear Members,

The Directors have immense pleasure in presenting the Twenty Fourth Annual Report together with the Audited Accounts for the financial year ended on 31 March, 2014.

1. FINANCIAL HIGHLIGHTS

The Financial Results for the year under report are summarized as under:

FINANCIAL RESULTS (Rs. in Lac)

2013-14 2012-13

Net Sales and other Income 86,298.57 2,61,874.99

Gross Operating Profit (5,657.51) 36,383.65

Less: Interest & Bank Charges 48,917.07 30,127,12

Profit before Depreciation and (54,574.58) 6,256.53 amortization expenses and tax

Less: Depreciation and 2,024.70 1,981.96 amortization expenses

PROFIT BEFORE TAX (56,599.28) 4,274,57

Less: Tax expense

* Current year tax 1,480.62

* Income tax for earlier years 122.95

* Deferred Tax charge/(credit) 193,11 (214.65)

PROFIT AFTER TAX (56,792.39) 2,885.65

2. BUSINESS OPERATIONS AND FINANCIAL PERFORMANCE

During the year under review your company experienced downfall for the first time in its history which was primarily attributable to the slowdown in the project execution because the company did not receive the banking support as expected. Further, due to prolonged recession and shortage of funds, the Company approached for the corporate debt restructuring. The CDR process is in its final stages and it is expected that after the completion of CDR process the situation of the Company would improve and the Company would be back on the growth track.

In the financial year 2013-14, the Income from operations of the Company has come down to Rs. 863 crore from Rs. 2619 crore in the financial year 2012-13 and the Company has incurred as loss of Rs. 567.92 crore in the financial year 2013-14 as against a profit of Rs. 28.86 crore in the financial year 2012 13. The profitability of your Company has been impacted due to steep fall in turnover and also due to exceptionally high finance cost.

3. DIVIDEND

In absence of profit during the current financial year 2013-14, your Board of Directors do not recommend any dividend for the financial year under review.

4. DETAILS OF SUBSIDIARIES

At present, your Company has six subsidiaries, out of which four are incorporated in India namely, Tecpro Energy Limited, Ajmer Waste Processing Company Private Limited, Bikaner Waste Processing Company Private Limited and Eversun Energy Private Limited and two subsidiaries are incorporated outside India namely,Tecpro Systems (Singapore) Pte. Limited in Singapore and PT.Tecpro Systems Indonesia, in Indonesia.

5. CONSOLIDATED FINANCIAL STATEMENTS

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, the Statement of Profit and Loss, the Reports of the Board of Directors and Auditors of the subsidiary companies with the Balance Sheet of the Company. However, the Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the annual report. Accordingly, the annual report of your Company for the financial year 2013-14 contains the audited consolidated financial statements of the Company instead of the separate financial statements of all its subsidiaries and the same are based on the financial statements received from subsidiaries, as approved by their respective Board of Directors. The consolidated financial statements have been prepared in accordance with the Accounting Standard - 21 on''Consolidated Financial Statements''notified under Section 211 (3C) of the Companies Act, 1956 read with the Companies (Accounting Standards) Rules, 2006, as applicable.

Further, the Company hereby undertakes that the audited financial statements and related information of subsidiaries of your Company will be made available to the shareholders of the Company and the shareholders of subsidiary companies, upon request at any point of time. The financial statements of the subsidiary companies shall be available for inspection during business hours at our head office, the registered office of the Company and also at the registered offices of the respective subsidiaries.

6. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Statement is annexed to this Report.

7. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report pursuant to clause 49 of the Listing Agreement is annexed to this Report.

8. DIRECTORS

During the period under report, Mr. Aditya Gabrani, Whole- time Director and Mr. Arvind Kumar Bishnoi, Whole-time Director and Mr. Jatinder Pal Singh, Director resigned from their offices w.e.f. 30th September 2013, 12th November 2013 and 12th March 2014 respectively.

Mr. Amar Banerjee, Whole-time Director of the Company was appointed as Managing Director in the Meeting of the Board of Director of the Company held on 9th June 2014. The resolution for his appointment forms part of the notice for convening the Annual General Meeting.

Also, Mr. Suresh Kumar Goenka and Mr. Sakti Kumar Banerjee, Directors of the Company retire by rotation at the forthcoming Annual General Meeting of the Company being considered for reappointment.

9. AUDITORS

The tenure of M/s M. S. Krishnaswami & Rajan, Statutory Auditors of the Company will expire at the forthcoming Annual General Meeting of the Company. It is proposed to re-appoint the retiring auditors for a period of 4 years in view of the Companies Act, 2013 read with Rule 6 (3) of the Companies (Audit and Auditors) Rules, 2014. A requisite consent and certificate as prescribed under second and third proviso of Section 139(1) of the Companies Act, 2013 ("the Act") read with Section 141 of the Act together with the rules prescribed thereunder and furnished by the retiring auditors have already been received by the Company. The approval of the re-appointment of M/s M.S. Krishnaswami & Rajan, Chartered Accountants, as Statutory Auditors of the Company for the period of 4 years starting from the end of the forthcoming 24th Annual General Meeting till the conclusion of the 28th Annual General Meeting by the members is due to be accorded in the ensuing Annual General Meeting and the draft resolution for their re-appointment forms part of the notice for convening the Annual General Meeting.

The Auditors'' report and notes to the financial statements are self explanatory and do not call for any further comments except on the qualifications highlighted by the auditors in their Auditor Report. The explanations to the auditors'' qualification are given below:

1. Explanations to para 4(i) to the Auditors Report :The Results of the year in respect of entities listed In Note 32 have been affected by liquidity crunch. However, these entities have a healthy order book position and considering the current business plans of these entities, the management is of the view that there is no permanent diminution in value of its investments in these companies. Further, there is a continuous process of assessment of the carrying value and the business plans of all entities in which the company has significant investments and in the event the management decides to shelve, alter or reorganize its plans in these entities, the diminution in value if any, will be reckoned in the Revenue.

2. Explanations to paral(ii) of the annexure to the Auditors Report: The Company has a practice of verifying all its fixed assets but due to resource constraints was not able to complete the said verification at all locations during the year. This has been taken up and completed subsequent to the year-end and no material discrepancy has been noted as compared to the books. The earlier practice of completion of verification of fixed assets and reconciliation with books before the end of the year will be ensured in future.

3. Explanations to para 8 of the annexure to the Auditors Report: With regard to undisputed statutory dues remaining unpaid and the defaults in repayment of dues to banks/financial institution highlighted in the Auditors'' Report, this arose mainly due to the liquidity crunch faced by the Company. Once the CDR is approved, there would be sufficient liquidity to ensure complete payment of such dues outstanding as well as prompt payment of the same in future.

4. Explanations to para 12 of the annexure to the Auditors Report : The term loan availed of Rs.30 Crores is also towards reimbursement of expenditure already incurred and therefore, the utilization of the term loan was in accordance with terms governing the same.

5. Explanations to para 13 of the annexure to the Auditors Report: The mismatch is due to significant fall in the collection pertaining to long term projects-retention and running receivables during 2013-14. Further there is an increase in the short term bank borrowing position as on 31.03.2014 contributed for this mismatch of current and non-current utilisation. The company has not made any new investment during the year under review.

As regards other matters which Auditors have drawn attention to in their report:

a. For reasons explained in this Report, the Company had decided to approach the banks through the corporate debt restructuring (CDR) process for restructuring of its debt. Once, the CDR is approved, there would be sufficient liquidity to enable the Company meet its obligations as and when it falls due and undertake to complete the stalled projects. The spin-off effect will be that all debts highlighted in Note 30(ii) and 30(iii) will be progressively realized since the customers would then become confident of the deliverables. The encashment of Bank guarantees (including performance guarantees) by certain customers has not been followed by cancellation of the orders In the circumstances, the Company remains confident that the continuous steps / engagement with the customers will result in realization of dues highlighted.

b. Circularization of balances of Debtors/Vendors is an annual exercise which the Company undertakes. In the exceptional circumstances prevailing, this exercise was started subsequent to the year-end. The company remains confident that the completion of this exercise would not have a material effect on the results of the year.

Pursuant to the provisions under Companies (Audit and Auditors) Rules, 2014 the Company is required to get the cost accounting records of the Company audited by a Cost Auditor for the financial year 2014-15 onwards audited by a Cost Auditor. In view of the above, M/s N. K. Jain And Associates, Cost Accountants, who were also the Cost Auditors of the Company for the financial year 2013-14, were appointed as the Cost Auditor of the Company for the financial year 2014-15 by the Board of Directors of the Company.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:-

(i) that in the preparation of the annual accounts for the financial year ended 31 March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31 March, 2014 and of the profit or loss of the Company for that period;

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

(iv) that the directors had prepared the annual accounts for the financial year ended 31 March, 2014 on a going concern basis.

11. FIXED DEPOSITS

The Company has not invited/accepted any Fixed Deposits during the year, as such, no amount of principal or interest on fixed deposits was outstanding on the date of the Balance Sheet.

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

Pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars of energy conservation, technology absorption, foreign exchange earnings and outgo are annexed as Annexure-A and form part of the Directors''Report.

13. HUMAN RESOURCES

During the period under review the dedicated employees of the Company supported the company in providing quality services to its clients. The Company believes that it has one of the best teams in the industry. The regular interaction with the employees at all levels helps the Company in maintaining cordial and harmonious industrial relations.

14. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2 A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, the names and other particulars of employees are set out in the Annexure-B to the Directors''Report. In terms of Section 219(1 )(b)(iv) of the Act, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENT

We thank our bankers for their continued support during the year. We also thank Government of India, State Governments and concerned Government Authorities/Departments for their co-operation. We appreciate and value the support of our customers, vendors, employees and investors and place on record our appreciation for the contribution made by them.

For and on behalf of the Board of Tecpro Systems Limited

Sd/- Sd/- Amul Gabranl Ajay Kumar Bishnoi Vice Chairman & Managing Director Chairman & Managing Director DIN-00016556 DIN-00013917

Place : New Delhi Date ; 23 August, 2014


Mar 31, 2013

Dear Members,

The Directors have immense pleasure in presenting the Twenty Third Annual Report together with the Audited Accounts for the fnancial year ended on 31 March, 2013.

1. FINANCIAL HIGHLIGHTS

The Financial Results for the year under report are summarized as under:

FINANCIAL RESULTS

2012-13 2011-12 (Rs. in Lac) (Rs. in Lac)

Net Sales and other Income 2,61,874.99 2,54,122.23

Gross Operating Proft 36,383.65 40,492.31

Less: Interest & Bank Charges 30,127.12 19,677.99

Proft before depreciation and amortization expenses and tax 6,256.53 814.32

Less: Depreciation and amortization expenses 1,981.96 1,349.27

Proft before tax 4,274.57 19,465.05

Less: Tax expense

- Current year tax 1,480.62 6,639.03

- Income tax for earlier years 122.95 63.66

- Deferred Tax charge/ (credit) (214.65) 269.36

Proft after tax 2,885.65 12,493.00

2. BUSINESS OPERATIONS AND FINANCIAL PERFORMANCE

During the year under review, the growth of the Infrastructure Sector particularly the power sector remained slow. The power sector continued to be plagued with issues of resource shortage, poor State Electricity Board fnances and land allocation & environmental clearances leading to non-fnalization of new orders. Thus lesser number of power projects were commissioned during the year leading to subdued order infows for EPC companies.

In such challenging times, your Company continued to strive for orders on the back of its leadership position and strong track record in the material handling space. In the fnancial year 2012-13, your company improved its order infow by 19% to Rs. 2,550 crore compared to Rs. 2,150 crore in the previous year. Most of the orders continued to be repeat orders which is testament to the trust our clients put in us. Further, diversifcation of the business in International market has been a signifcant step for your Company as a major boost came from export markets wherein your Company secured orders to the tune of Rs. 500 crore. The Company continues to look to diversify its oferings in Material Handling, Ash Handling, BoP, Waste Heat Recovery and Solar Power Projects.

However, as power remains the cornerstone of the country''s growth, the government has initiated several reforms during the year, which would change the pace of progress for the power sector going forward and revive the investment cycle. The macroeconomic indicators have also started looking up and we see a positive year ahead.

On the fnancial front, your Company achieved a turnover of Rs. 2,610.45 crore in the fnancial year 2012-13 as compared to Rs. 2,529.66 crore in the fnancial year 2011-12 and the proft after tax for fnancial year 2012-13 is Rs. 28.86 crore in comparison to Rs. 124.93 crore during the fnancial year 2011-12. The proftability of your Company has been impacted due to various factors including exceptionally high fnance cost.

3. DIVIDEND

In order to conserve the resources of the Company, your Board of Directors do not recommend any dividend for the fnancial year under review.

4. MERGER OF TWO SUBSIDIARIES WITH THE COMPANY

During the period under review, two wholly owned subsidiaries of your Company viz. Ambika Projects (India) Private Limited (APIPL) and Tecpro Trema Limited (TTL) were merged with the Company with efect from 25 March, 2013. The appointed date for the merger was 1 April, 2011.

This merger has resulted in greater synergies between the businesses of APIPL, TTL and your Company by efectively pooling the technical and

marketing skills of all the three companies as an integrated entity and also enabled efective management and unifed control of operations and optimal utilization of resources built by them. The merger has also enabled better utilization of manpower and also helped in reduction of administrative and other common costs.

5. DETAILS OF SUBSIDIARIES

At present, your Company has six subsidiaries, out of which four are incorporated in India namely, Tecpro Energy Limited, Ajmer Waste Processing Company Private Limited, Bikaner Waste Processing Company Private Limited and Eversun Energy Private Limited and two subsidiaries are incorporated outside India namely, Tecpro Systems (Singapore) Pte. Limited in Singapore and PT. Tecpro Systems Indonesia, in Indonesia.

6. CONSOLIDATED FINANCIAL STATEMENTS

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, the Statement of Proft and Loss, the Reports of the Board of Directors and Auditors of the subsidiary companies with the Balance Sheet of the Company. However, the Ministry of Corporate Afairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated fnancial statements in the annual report. Accordingly, the annual report of your Company for the fnancial year 2012-13 contains the audited consolidated fnancial statements of the Company instead of the separate fnancial statements of all its subsidiaries and the same are based on the fnancial statements received from subsidiaries, as approved by their respective Board of Directors. The consolidated fnancial statements have been prepared in accordance with the Accounting Standard - 21 on ‘Consolidated Financial

Statements'' notifed under Section 211 (3C) of the Companies Act, 1956 read with the Companies (Accounting Standards) Rules, 2006, as applicable.

Further, the Company hereby undertakes that the audited fnancial statements and related information of subsidiaries of your Company will be made available to the shareholders of the Company and the shareholders of subsidiary companies, upon request at any point of time. The fnancial statements of the subsidiary companies shall be available for inspection during business hours at our head ofce, the registered ofce of the Company and also at the registered ofces of the respective subsidiaries.

7. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Statement is annexed to this Report.

8. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report pursuant to Clause 49 of the Listing Agreement is annexed to this Report.

9. DIRECTORS

During the period under report, Mr. Narayanan Krishnan was appointed on the Board as Nominee Director of State Bank of India, the Lead Banker of the Consortium of Bankers of the Company w.e.f. 14 February, 2013. Mr. Achal Ghai, Director of the Company resigned from the directorship of the Company w.e.f. 30 May, 2013 and Mr. Jatinder Pal Singh was appointed as Director to fll up casual vacancy caused due to resignation of Mr. Achal Ghai on the same date.

Mr. Amar Banerjee, Whole-time Director of the Company was appointed on 1 April, 2011 for a period of two years. Since the term of

ofce of Mr. Banerjee was going to expire on 31 March, 2013, he was re-appointed by the Board of Directors in their meeting held on 14 February, 2013 for another period of two years w.e.f. 1 April, 2013, subject to the approval of members. The approval of his appointment by the members is due to be accorded in the ensuing Annual General Meeting and the resolution for his re-appointment forms part of the notice for convening the Annual General Meeting.

Also, Mr. Aditya Gabrani, Mr. Anunay Kumar and Mr. Satvinder Jeet Singh Sodhi, Directors of the Company retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible ofer themselves for re-appointment.

10. AUDITORS

a. STATUTORY AUDITORS AND THEIR REPORT

M/s B S R & Co., Chartered Accountants, the Statutory Auditors of the Company, hold ofce till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certifcate from the Auditors to the efect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifed for such re-appointment within the meaning of Section 226 of the Act.

The Auditors'' report and notes to the fnancial statements are self explanatory and do not call for any further comments except in respect of para (ix)(a) and para (xi) of Annexure to the Auditors'' Report explanation to which is given below:

"Due to overall slowdown in the economy there has been pressure on collections which impacted the regular fow of cash into the system resulting in delays in payments of statutory dues. Further, since the money was stuck in projects under execution, the Company could not service the banks outstanding as per the schedule. The mismatch in cashfow was further compounded by delays in sanction/disbursement of assessed working capital limits by banks. The eforts are being made by the Company to avoid occurrence of such delays in future."

b. COST AUDITORS

Pursuant to the order no. F. No. 52/26/CAB-2010 dated January 24, 2012 of Ministry of Corporate Afairs, the Company has been covered under the Companies (Cost Accounting Records) Rules, 2011 under the Industry- Engineering Machinery (incl. electrical & electronic products) under the Chapter heading 84 & 85 of the Central Excise Tarif Act, 1985 and accordingly as per the aforementioned order, the Company is required to get the cost accounting records of the Company audited by a Cost Auditor for the fnancial year 2012-13 onwards.

In view of the above, M/s N. K. Jain And Associates, Cost Accountants were appointed as the Cost Auditors of the Company for the fnancial year 2012-13. The last date for fling of the Cost Audit Report for the fnancial year 2012-13 is 27 September, 2013 and the same will be fled within the prescribed time.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confrmed:

(i) that in the preparation of the annual accounts for the fnancial year ended 31 March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of afairs of the Company for the fnancial year ended 31 March, 2013 and of the proft or loss of the Company for that period;

(iii) that the directors had taken proper and sufcient 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 frauds and other irregularities;

(iv) that the directors had prepared the annual accounts for the fnancial year ended 31 March, 2013 on a going concern basis.

12. FIXED DEPOSITS

The Company has not invited/accepted any Fixed Deposits during the year, as such, no amount of principal or interest on fxed deposits was outstanding on the date of the Balance Sheet.

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

Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, particulars of energy conservation, technology absorption, foreign exchange earnings and outgo are annexed as Annexure-A and form part of the Directors'' Report.

14. HUMAN RESOURCES

The professionally qualifed and experienced employees of the Company helped it during the period under review to render efcient services to its clients and also maintained its project execution track record. The Company believes that the quality of services delivered by its employees is among the best in the industry and helps the Company in getting new orders and executing the projects in hand. The Company regularly provides opportunities to its employees to enhance their skills and knowledge both through external and internal training sessions at regular intervals. It believes in maintaining cordial and harmonious industrial relations.

15. PARTICULARS OF EMPLOYEES

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 from time to time, the names and other particulars of employees are set out in the annexure to the Directors'' Report. In terms of Section 219(1)(b)(iv) of the Act, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary at the registered ofce of the Company.

ACKNOWLEDGEMENT

We thank our bankers, fnancial institutions for their continued support during the year. We also thank the Government of various countries, the Government of India, State Governments and concerned Government Authorities/Departments for their co-operation. We appreciate and value the support of our collaborators, customers, vendors and investors. We place on record our appreciation for the contribution made by every member of the Tecpro family.

For and on behalf of the Board of Tecpro Systems Limited

Sd/- Sd/-

Place : Gurgaon Ajay Kumar Bishnoi Amul Gabrani

Date : 14 August, 2013 Chairman & Managing Director Vice Chairman & Managing Director


Mar 31, 2012

The Directors have immense pleasure in presenting the Twenty Second Annual Report together with the Audited Accounts for the financial year ended on March 31, 2012.

1. FINANCIAL HIGHLIGHTS

The Financial Results for the year under report are summarized as under:

2011-12 2010-11 (Rs. in lac) (Rs. in Lac)

Net Sales and other income 254122.23 198562.72

Gross Operating Profit 40492.31 34339.55

Less: Interest & Bank Charges 19677.99 12309.68

Profit before Depreciation and amortization 20814.32 22029.87

Less: Depreciation and amortization 1349.27 1027.86

PROFIT BEFORE TAX 19465.05 21002.01

Less: Tax expense

-current year tax 6639.03 7445.00

-Income tax for earlier years 63.66 73.49

-Deferred Tax charge/ (credit) 269.36 (138.87)

PROFIT AFTER TAX 12493.00 13622.39

2. DIVIDEND

Your Board of Directors has recommended a dividend @ 30% (Rs. 3/- per share) on the Equity Shares for the financial year ended on March 31, 2012. The total outflow on account of dividend, if approved by the shareholders, would be Rs. 1,759.86 Lac (including dividend distribution tax of Rs. 245.64 Lac).

3. BUSINESS OPERATIONS AND FINANCIAL PERFORMANCE

During the financial year 2011-12, your Company has secured orders for about Rs. 2,200 crore across all segments of Infrastructure sector which include major orders from BHEL & NTPC among others. This is despite of the fact that the power sector was facing various challenges such as scarcity of coal, delays in environmental and land clearances which in turn impacted the order inflow during the year. Your Company is expecting the order inflow to improve this year in the wake of various government initiatives in the form of power capacity addition of 76,000 MW planned for XII five-year plan, enhancement of tariff by State Electricity Boards, moderation of inflation and interest rates, etc.

In terms of operational and financial performance, as a result of smooth execution of projects your Company achieved a growth of 28.35% in the income from operations which increased to Rs. 2,529.66 crore in the financial year 2011-12 as against Rs. 1,970.92 crore in the financial year 2010-11. However due to increase in interest cost there is a dip in the profit by 8.29% from Rs. 136.22 crore in the financial year 2010-11 to Rs. 124.93 crore in the current year.

4. MERGER AND ACQUISITIONS

During the period under review one of the subsidiaries of the Company i.e. Microbase Infosolution Private Limited was merged with the Company with effect from December 24, 2011. The appointed date for the merger was April 1, 2011.

The Company has also acquired two companies namely, Ambika Projects (India) Private Limited on August 19, 2011 & Eversun Energy Private Limited on February 24, 2012.

Further one of the subsidiaries of the Company namely Tecpro International FZE, Dubai has been closed and the Company has formed another subsidiary in the name of PT Tecpro Systems Indonesia in Indonesia on January 6, 2012 for undertaking trading in coal and other minerals.

Also the Company is in the process of amalgamation of Tecpro Trema Limited and Ambika Projects (India) Private Limited, wholly-owned subsidiaries with the Company.

5. DETAILS OF SUBSIDIARIES

At present, your Company has eight subsidiaries, namely, Tecpro Energy Limited, Tecpro Trema Limited, Ajmer Waste Processing Company Private Limited, Bikaner Waste Processing Company Private Limited,

Ambika Projects (India) Private Limited and Eversun Energy Private Limited including two subsidiaries incorporated outside India namely, Tecpro Systems (Singapore) Pte Limited in Singapore and PT Tecpro Systems Indonesia, in Indonesia.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, Profit and Loss account, the Reports of the Board of Directors and Auditors of the subsidiary companies with the Balance Sheet of the Company. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the annual report. Accordingly, the annual report of financial year 2011-12 contains the consolidated financial statements of the Company instead of the separate financial statements of all our subsidiaries. The audited annual accounts and related information of subsidiaries of your Company will be made available upon request. The annual accounts of the subsidiary companies shall be available for inspection during business hours at our head office and registered office and at the registered office of the respective subsidiary. The same will also be made available on our website, www.tecprosystems.com.

6. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Statement is annexed to this Report.

7. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report pursuant to clause 49 of the listing agreement is annexed to this Report.

8. DIRECTORS

During the period under report, Mr. Subrata Kumar Mitra, an independent director resigned from the directorship of the Company with effect from May 7, 2012. The Board appreciates the contribution made by Mr. Mitra during his tenure as director of the Company.

Also, Mr. Achal Ghai, Mr. Sakti Kumar Banerjee and Mr. Brij Bhushan Kathuria, Directors of the Company retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re- appointment.

Mr. Arvind Kumar Bishnoi was appointed as Whole-time Director of the Company for a period of three years with effect from April 1, 2009. He was re-appointed on March 23, 2012 by the Board of Directors through a resolution passed by circulation

for another period of five years with effect from April 1, 2012, subject to the approval of shareholders. The resolution for his reappointment forms part of the notice for convening the Annual General Meeting.

9. AUDITORS AND THEIR REPORT

M/s B S R & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Act.

The Auditors' report and notes to the financial statements are self explanatory and do not call for any further comments except in respect of para (ix) (a) of Annexure to the Auditors' Report explanation to which is given below:

"Provision for the said taxation has already been made in the financial statements of the Company for the financial year 2011-12".

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed:-

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

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2012 and of the profit or loss of the Company for that period;

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

(iv) That the directors had prepared the annual accounts for the financial year ended March 31, 2012 on a going concern basis.

11. FIXED DEPOSITS

The Company has not invited/accepted any Fixed Deposits during the year, as such, no amount of principal or interest on fixed deposits was outstanding on the date of the Balance Sheet.

12. CONSERVATION OF ENERGY

Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 particulars of energy conservation, technology absorption, foreign exchange earnings and outgo are annexed as Annexure-A and form part of the Directors' Report.

13. HUMAN RESOURCES

The professionally qualified and experienced employees of the Company helped it during the period under review to render efficient services to its clients and also maintained its project execution track record. The Company believes that the quality of services delivered by its employees is among the best in the industry and help the Company in getting new orders and executing the projects in hand. The Company regularly provides opportunities to its employees to enhance their skills and knowledge both through external and internal training sessions at regular intervals.

14. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 regarding employees is given in Annexure B to the Directors' Report.

ACKNOWLEDGEMENT

We thank our bankers, financial institutions, collaborators, customers, government authorities and shareholders for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all the levels.

For and on behalf of the Board of

Tecpro Systems Limited

Sd/- Sd/- Place : Chennai Ajay Kumar Bishnoi Amul Gabrani

Date : May 24, 2012 Chairman & Managing Director Vice Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors have immense pleasure in presenting the Twenty First Annual Report together with the Audited Accounts for the financial year ended on March 31, 2011.

1. FINANCIAl HIGHLIGHTS

The Financial Results for the year under report are summarized as under:

FINANCIAl RESulTS

2010-11 2009-10

(Rs. in lac) (Rs. in Lac)

Net Sales and other income 198562.72 147584.44

Gross Operating Profit 34339.55 24710.63

Less: Interest & Bank Charges 12309.68 7142.72

Profit before Depreciation and amortization 22029.87 17567.91

Less: Depreciation and amortization 1027.86 732.83

PROFIT BEFORE TAX 21002.01 16835.08

Less: Provision for taxation

-Income tax for current year 7445.00 6000.00

-Income tax for prior years 76.52 44.34

-Deferred Tax charge/(credit) (138.86) (174.42)

-Fringe Benefit Tax for prior year (3.04) 0.67

PROFIT AFTER TAX 13622.39 10964.49

Add: Profit/(Loss) amount brought forward from the - 20.99

Transferor Company for the year ended March 31, 2009

Less: Adjustment in Profit and (loss) on account of - (130.80) Amalgamation

Add : Amount brought forward from previous year 12525.82 4319.77

PROFIT AVAILABLE FOR APPROPRIATION 26148.22 15174.46

APPROPRIATIONS:

Proposed Dividend 1514.21 1326.71

Proposed Dividend Tax 245.64 225.48

Transfer to General Reserve 1362.24 1096.45

Profit carried forward 23026.12 12525.82

2. DIVIDEND

Your Board of Directors has recommended a dividend @ 30% (Rs. 3/- per share) on the Equity Shares for the financial year ended on March 31, 2011. The total outflow on account of dividend, if approved by the shareholders, would be Rs. 1,759.86 Lac (including dividend distribution tax of Rs. 245.64 Lac).

3. SUCCESSFUL LISTING OF SHARES WITh BSE AND NSE

Your Company came out with an Initial Public Offer (IPO) of 75,50,000 Equity Shares of Rs. 10/- each for cash at a price of Rs. 355/- per Equity Share. The Offer comprised fresh issue of 62,50,000 Equity Shares by the Company and an Offer for Sale of 13,00,000 Equity Shares by Metmin Investments Holdings Limited being the Selling Shareholder. Out of the total offer 73,50,000 Equity Shares were offered to Public and 2,00,000 Equity Shares were reserved for subscription by eligible employees. The employees were offered a discount of Rs. 17/- per share. The Offer constituted 14.96% of the post-offer share capital of the Company. The net offer constituted 14.56% of the post-offer share capital of the Company.

The IPO received excellent response from the investors and it was oversubscribed by 24.44 times. The Equity Shares of your Company got listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited on October 12, 2010, Bombay Stock Exchange Limited being the designated Stock Exchange.

4. CHANGE IN PAID UP SHARE CAPITAL

Pursuant to the IPO, 62,50,000 Equity Shares were allotted during the period under report. After the said allotment, the paid-up Equity Share Capital of your Company was increased from Rs. 44,22,37,910 (Rupees forty four crore twenty two lakh thirty seven thousand nine hundred and ten only) to Rs. 50,47,37,910 (Rupees ffty crore forty seven lakh thirty seven thousand nine hundred and ten only).

5. DETAILS OF SUBSIDIARIES

Your Company was earlier holding 51% shares of Tecpro Trema Limited (TTL), a subsidiary, which during the period under review became 100% subsidiary of the Company on March 17, 2011 pursuant to purchase of remaining 49% shares of TTL.

At present, your Company has seven subsidiaries, namely, Tecpro Energy Limited, Tecpro Trema Limited, Ajmer Waste Processing Company Private Limited, Bikaner Waste Processing Company Private Limited, Microbase Infosolution Private Limited including two subsidiaries incorporated outside India namely, Tecpro International FZE in Dubai and Tecpro Systems (Singapore) Pte Limited in Singapore.

As per Section 212 of the Companies Act, 1956, we are required to attach the Balance Sheet, Profit and Loss account, the Reports of the Board of Directors and Auditors of the subsidiary companies with the Balance Sheet of the Company. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the annual report. Accordingly, the annual report of financial year 2010-11 contains the consolidated financial statements of the Company instead of the separate financial statements of all our subsidiaries. The audited annual accounts and related information of our subsidiaries will be made available upon request. The annual accounts of the subsidiary companies shall be available for inspection during business hours at our head offce and registered offce and at the registered offce of the respective subsidiary. The same will also be published on our website, www.tecprosystems.com.

06. BUSINESS OPERATIONS AND FINANCIAL PERFORMANCE

During the financial year 2010-11, your Company has bagged two more Balance of Plant orders aggregating to Rs. 1,978 Crore besides an EPC order worth Rs. 208 Crore. Further, your Company has entered into a technical collaboration with Nanjing Triumph Kaineng Environment and Energy Co. Limited of China for technology used for Waste Heat Recovery ("WHR") Power Projects. WHR is a new concept used in the Indian cement industry where the gases produced during production of cement are used as fuel to produce power which is used for captive consumption by the cement plants. There are huge opportunities for this technology in the Cement Industry. The Company has also entered into a license agreement with Pneuplan Oy of Finland for use of Pneumatic extraction and conveying system technology used for projects involving Dense Phase Pneumatic Conveying for Fly Ash & Allied Materials. This technology would give the Company an edge over its competitors.

The total income in financial year 2010-11 has increased to Rs.1985.63 Crore as against Rs. 1,475.84 crore in the financial year 2009-10 showing an increase of 34.54% and the Profit after tax has increased to Rs. 136.47 Crore as against Rs. 109.64 Crore in the financial year 2009-10 showing an increase of 24.47%.

7. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Statement is annexed to this Report.

8. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report pursuant to clause 49 of the listing agreement is annexed to this Report.

9. AMALGAMATION OF A SUBSIDIARY

During the year under review, your Company has fled a Scheme of Amalgamation with the Hon'ble High Court of Delhi for amalgamation of Microbase Infosolution Private Limited ("MIPL"), a wholly owned subsidiary of your Company with the Company ("the Scheme"). The Scheme shall be benefcial to the interests of the stakeholders of both the companies as well as public at large, as the amalgamation would create overall synergies, enhance the asset base of your company and would result in better administration and optimal utilization of resources of both the companies.

10. DIRECTORS

During the year under report, Dr. Goldie Gabrani, Whole-time Director of the Company tendered her resignation from the directorship on November 10, 2010. In order to fll the casual vacancy created due to her resignation, Mr. Aditya Gabrani was appointed as Director in Casual Vacancy on the Board with effect from the same date to hold offce till the date up to which Dr. Goldie Gabrani would have held offce had she not resigned. Mr. Aditya Gabrani was simultaneously appointed as a Whole-time director of the Company for a period of three years.

Mr. Anunay Kumar, Mr. Satvinder Jeet Singh Sodhi and Mr. Suresh Kumar Goenka, Directors of the Company retiring by rotation at the forthcoming Annual General Meeting of the Company, being eligible offer themselves for re-appointment.

11. FIXED DEPOSITS

The Company has not invited/accepted any Fixed Deposits during the year, as such, no amount of principal or interest on fxed deposits was outstanding on the date of the Balance Sheet.

12. AUDITORS AND THEIR REPORT

M/s B S R & Co., Chartered Accountants, the Statutory Auditors of the Company, hold offce till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certifcate from the Auditors to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifed for such re-appointment within the meaning of Section 226 of the Act.

The Auditors' report and notes to the accounts are self explanatory and do not call for any further comments except in respect of para (ix) of Annexure to the Auditors' report, explanation to which is given below: Para (ix): Provision for the said taxation has already been made in the financial statements of the Company for the financial year 2010-11.

13. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Director's Responsibility Statement, it is hereby confrmed:- (i) That in the preparation of the Annual Accounts for the financial year ended March 31, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as it give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2011 and of the Profit or loss of the Company for that period;

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

(iv) That the directors had prepared the annual accounts for the financial year ended March 31, 2011 on a going concern basis.

14. CONSERVATION OF ENERGY

Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 particulars of energy conservation, technology absorption, foreign exchange earnings and outgo are annexed as Annexure-A and forms part of the Directors' Report.

15. HUMAN RESOURCES

During the period under review, the Company has maintained cordial and harmonious industrial relations. The effcient services rendered by the employees at all levels have helped the Company in ensuring timely execution of projects and achieving the desired targets by showing high level of performance in the production and marketing of products of the Company.

16. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 regarding employees is given in Annexure B to the Directors' Report.

ACKNOWLEDGEMENT

The Directors wish to thank the customers, dealers, bankers, financial institutions, collaborators, consultants, government authorities and shareholders for their continued support. They also wish to place on record their appreciation of the hard work put in by the employees at all levels during the period under report.

For and on behalf of the Board of

Tecpro Systems Limited

Sd/- Sd/-

Place : Gurgaon Ajay Kumar Bishnoi Amul Gabrani

Date : 25 May 2011 Chairman & Managing Director Vice Chairman & Managing Director


Mar 31, 2010

The Directors have immense pleasure in presenting the Twentieth Annual Report together with the Audited Accounts for the Financial Year ended on 31st March, 2010.

I.FINANCIAL HIGHLIGHTS

The Financial Results for the year are summarized as under:

FINANCIAL RESULTS

Particulars 2009-10 2008-09 (Rs. in Lac) (Rs. in Lac)

Net Sales and other income 147584.44 71605.10

Gross Operating Profit 24710.63 9807.77

Less: Interest & Bank Charges 7142.72 1307.83

Profit before Depreciation and amortization 17567.91 8499.94

Less: Depreciation and amortization 732.83 311.98

PROFIT BEFORE TAX 16835.08 8187.96

Less: Provision for taxation

-Income tax for current year 6000.00 3040.00

-Income tax for prior years 44.34 37.56

-Deferred Tax charge (174.42) (12.58)

-Fringe Benefit Tax - 51'61

-Fringe Benefit Tax for prior year 0.67 2.63

PROFIT AFTER TAX 10964.49 5068.73 Add : Amount brought forward from the transferor 20.99 Company for the year ended March 31, 2009

Add : Amount brought forward from previous year 4319.77 1378.15

PROFIT AVAILABLE FOR APPROPRIATION 15305.25 6446.88 APPROPRIATIONS

Interim Dividend - 1384.88

Dividend Distribution Tax - 235.36

Proposed Dividend 1326.71 -

Dividend Distribution Tax on proposed dividend 225.47 -

General Reserve 1096.44 506.87

Profit (Loss) carried forward 12656.63 4319.77

The results of the Company for the Financial Year 2009-10 are not comparable with that of the previous financial year due to the impact of two amalgamations that took place during the financial year 2009-10.

2. DIVIDEND

Your Board of Directors has recommended a dividend @ 30% (Rs.3 per share) on the Equity Shares for the financial year ended on 31sl March, 2010. The total outflow on account of dividend, if approved by the shareholders, would be Rs.1,552.18 Lac (including dividend distribution tax of Rs.225.47 Lac).

3. AMALGAMATION

The Scheme of Amalgamation of Blossom Automotive Private Limited, a wholly owned subsidiary of your Company ("BAPL") with the Company ("the Scheme") was approved by Hon'ble High Courts of Rajasthan and Delhi during last financial year and the Scheme became effective after fling of the copies of the orders of both the High Courts with the respective Registrar of Companies. The amalgamation of BAPL with the Company resulted in strengthening the balance sheet of your Company. Further, during the year under review, two Companies namely, Tecpro Ashtech Limited (TAL) and Tecpro Power Systems Limited (TPSL) amalgamated with your Company. The objective of the Amalgamation was to create a single robust entity to carry on businesses that are integrated and complimentary in nature. The Scheme of Amalgamation of TAL and TPSL with the Company was fled with the Hon'ble High Court of Bombay and Delhi in August 2009 and was approved by the respective High Courts vide their order dated November 20,2009 and March 4,2010. The amalgamation became effective on March 31, 2010. We are pleased to inform that the Amalgamation has strengthened the position of your Company in terms of asset base, revenue and market share.

4. CHANGE IN SHARE CAPITAL

In accordance with the terms of the Scheme of Amalgamation of BAPL with the Company and that of the Scheme of Amalgamation of TAL and TPSL with the Company, the authorized share capital of BAPL, TAL and TPSL stood merged with the authorized share capital of your Company and was increased to Rs.127,90,00,000 (Rupees One Hundred Twenty Seven Crore and Ninety Lakhs Only). The shareholders of erstwhile TAL and erstwhile TPSL were issued 1,65,26,291 equity shares of the Company in (he exchange ratio specified in The Scheme of Amalgamation of TAL and TPSL with the Company, After The said allotment, The paid-up equity share capital of your Company was increased from Rs.27,69,75,000 (Rupees twenty seven crore sixty nine lakhs and seventy five thousand only) to Rs.44,22,37,910 (Rupees forty four crore twenty two lakhs thirty seven thousand nine hundred and ten only). Since, BAPL was a wholly-owned subsidiary of your Company no shares were allotted on account of amalgamation.

5. SUBSIDIARIES

During the period under review, your Company acquired the entire shareholding of Microbase Infosolution Private Limited (MIPL), a company engaged in the business of developing, producing, buying, selling, importing, exporting, leasing, repairing, exchanging all kinds of computer software, hardware and programme of all kinds of computer aided engineering, software for micro processor based systems. MIPL became a wholly-owned subsidiary of your Company on April 15,2010. Currently, your Company has seven subsidiaries, namely, Tecpro Energy Limited, Tecpro Trema Limited, Ajmer Waste Processing Company Private Limited, Bikaner Waste Processing Company Private Limited and Microbase Infosolution Private Limited and other two subsidiaries are established outside India namely, Tecpro International FZE in Dubai and Tecpro Systems (Singapore) Pvt. Ltd. in Singapore.

As required under Section 212 of the Companies Act, 1956, the Audited Statement of Accounts, the Reports of the Board of Directors and Auditors of the subsidiary companies are attached with The financial statements of The Company.

6. FINANCIAL PERFORMANCE

Since, BAPL, TAL and TPSL have been merged with the Company; The financials of the Company for the period under review have been prepared after merging the accounts of BAPL, TAL and TPSL. The amalgamations have strengthened the asset base and financial performance of the Company The total income for the financial year 2009-10 was Rs.1,47,584.44 Lakhs and the Profit after tax was Rs. 10,964.49 Lakhs. Prior to above mentioned amalgamations, the total income of the Company for the financial year 2008-09 was Rs.71,605.09 Lakhs and the Profit after tax was Rs5 068 73 Lakhs.

7. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Statement is attached to this Report.

8. BUSINESS EXPANSION

During the period under review, your Company diversified its business activities in power sector and entered in Balance of Plant (BOP) segment. It got its first BOP order from Chattisgarh State Power Generation Corporation Limited in a consortium. The other consortium partners were VA Tech Wabag Limited, Gammon India Limited and erstwhile Tecpro Ashtech Limited. The Company is targeting to get more BoP orders in the current year.

Further to have the benefit of operational synergies, TAL and TPSL were amalgamated with the Company. With this amalgamation, your Company would be able to provide ash handling services and EPC services for captive power plants in addition to coal handling to its clients and expand its business.

9. INITIAL PUBLIC OFFER

Your Company is planning, subject to market conditions and other considerations, to tap the capital market by way of issue of its equity shares through Initial Public Offer. The Company proposes to offer 75,50,000 equity shares of Rs.10/-each through book building process consisting of 62,50,000 equity shares as fresh equity to the public and 13,00,000 equity shares being offered by a shareholder through Offer for Sale. Out of total offering to the public, 2,00,000 equity shares shall be reserved for the employees of the Company. The issue proceeds will be used for meeting the working capital requirements of the Company. Further, listing of shares on the Stock Exchanges would enhance the shareholders value and would provide liquidity.

In this regard, the Company has filed the Draft Red Herring Prospectus with Securities and Exchange Board of India.

10. DIRECTORS

During the year under report, Mrs. Aradhana Dhand Chattenee tendered her resignation from the directorship on January 29,2010. She was appointed as an alternate director to Mr. Achal Ghai on May 28,2009.

Mr. Amar Banerjee and Mr. Subrata Kumar Mitra were inducted on the Board as Additional Directors on April 2, 2010. Mr. Amar Banerjee was simultaneously appointed as a whole-time director on the , Board of the Company for a period of one year. As per the terms of Section 260 of the Companies Act, 1956, the tenure of office of an Additional Director shall expire on the forthcoming Annual General Meeting of the Company. However, the Company has received notices under Section 257 of the Companies Act, 1956 from its members for the appointment of Mr. Amar Banerjee and Mr. Subrata Kumar Mitra as Directors liable to retire by rotation.

Mr. Arvind Kumar Bishnoi, Mr. Sakti Kumar Banerjee and Mr. Achal Ghai, Directors of the Company retiring by rotation at the forthcoming Annual General Meeting of the Company, being eligible offer themselves for re-appointment.

11. AUDITORS AND THEIR REPORT

M/s B S R & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956. The Auditors' report and notes to the accounts are self explanatory and do not call for any further comments except in respect of Para (vii) and (ix) of Annexure to the Auditors' report explanation to :

which is given below:

Para (vii): The Company has already appointed the Internal Auditor (or its Ashtech Division (Erstwhile Tecpro Ashtech Limited) for the financial year 2010-11.

Para (ix): Provision for the said taxation has already been made in the financial statements of the Company for the financial year 2009-10.

12. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the

Director's Responsibility Statement, it is hereby confirmed:-

(i) That in the preparation of the Annual Accounts for the financial year ended 31s1 March 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as it give a true and fair view of the state of affairs of the Company for the year ended 31s1 March 2010 and the profit or loss of the Company for that period; I

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

(iv) That the Directors had prepared the accounts for the financial year ended 31s1 March, 2010 on going concern basis.

13. CONSERVATION OF ENERGY

Pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 particulars of energy conservation, technology absorption, foreign exchange earnings and outgo are annexed as Annexure A and forms part of the Annual Report.

14. HUMAN RESOURCES

During the period under review, the Company has maintained cordial and harmonious industrial relations. The efficient services rendered by the employees at all levels have helped the Company in ensuring timely execution of projects and achieving the desired targets by showing high level of performance in the production and marketing of products of the Company.

15. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 regarding employees is given in Annexure B to the Directors' Report.

ACKNOWLEDGEMENT

The Directors wish to thank the customers, dealers, bankers, financial institutions, collaborators, consultants, government authorities and shareholders for their continued support. They also wish to place on record their appreciation of the hard work put in by the employees at all levels during the period under report. For and on behalf of the Board

Sd/- Sd/-

Place: Gurgaon Ajay Kumar Bishnoi Amul Gabrani

Date: 14.07.2010 Chairman & Managing Director Vice Chairman & Managing Director

 
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