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Directors Report of Texmaco Infrastructure & Holdings Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the Seventy Fifth Annual Report of the Company along with the Audited Financial Statements of the Company for the year ended 31st March, 2015.

Financials (Rs. in Lakhs) 2014-15 2013-14

Operating Profit (PBIDT) 950.86 1,817.12

Less: Interest (Net) (279.37) (368.15)

Gross Profit (PBDT) 1,230.23 2,185.27

Less: Depreciation 247.32 286.57

Profit before Taxation 982.91 1,898.70

Less: Provision for Taxation:

Current Tax 190.00 255.00

Deferred Tax Liability/(Asset) (31.79) (50.89)

Income Tax for earlier year 64.37 14.68

Profit after Taxation 760.33 1,679.91

Add: Balance brought forward from previous year 7,415.33 6,959.04 8,175.66 8,638.95

Appropriations

Proposed Dividend on Equity Shares (Incl.Tax) 230.05 223.62

General Reserve 200.00 1,000.00

Balance Carried Forward 7,745.61 7,415.33

8,175.66 8,638.95

Dividend

The Directors have pleasure in recommending payment of a dividend of 15% i.e. Re. 0.15 per equity shares of the face value of Re.1 each for the year ended March 31, 2015.

THE MANAGEMENT DISCUSSION AND ANALYSIS

The Company derives its major income from leased properties, dividend and interest income out of its strategic investment and operation of a Mini Hydro Power Unit in Dist. Darjeeling.

Real Estate

The Company has surrendered and handed over the possession of the requisite land at its Birla Mills plot to DDA in terms of the Supreme Court order and has retained approx. 40,000 sq. mtrs. of land. The District Judge of Delhi, the executing authority has issued orders on 18th May, 2015 that post acceptance of the surrendered land by DDA the execution proceedings stand closed, being satisfied.

The Company is now in the process of planning for development of retained land in its possession.

Mini Hydro Power Project

The Company's 3 MW Mini Hydel Power Project located at Neora, District Darjeeling in the State of West Bengal has evacuated 87.80 Lakhs units of power in the year 2014 – 2015 as compared to 94.14 Lakh units in the year 2013-14. The power generation was slightly reduced due to poor monsoon and low river discharge during the year. All the turbines at site are operating satisfactorily.

The Company has been working on expanding its Mini Hydel Power unit at upper reaches being Neora stage II (6 MW), located a few kilometres from the existing project. For Neora stage II the Company has submitted its application to MoEF for Registration and diversion of forest land and has finalised deal for non-forest land of 38.02 acre with private land owners for handing over to Forest Department.

Others

The Company's property at Gurgaon has yielded satisfactory returns, though for a part of the year, it was not fully leased out. The Company's dividend income was lower during the year due to general poor performance of the corporates.

Human Relations

The Company continues to maintain its excellent record of human relations over the decades. Your Directors appreciate the commitment and dedication of its staff and officers.

Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, a Corporate Social Responsibility Committee has been constituted by the Board of Directors of the Company. The composition of the Corporate Social Responsibility Committee is provided in the Report on Corporate Governance as attached to the Directors' Report.

This being the first year of structured implementation for CSR activities, the Company is in the process of tie-up with various associations/ organisations / trust for pursuing the CSR activities as envisaged under the CSR policy of the Company. The process of identifying activities has delayed the CSR spend and the Company could not spend a part of the prescribed amount in the financial year 2014-15. The Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving the quality of life of the communities in its operational areas.

As required under Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the report on CSR is enclosed as Annexure A.

Consolidated Financial Statements

In accordance with Accounting Standard 21 (Consolidated Financial Statement), the Group Accounts form part of this Report & Accounts. The Group Accounts also incorporate Accounting Standard 23 (Accounting for Investments in Associates in Consolidated Financial Statements) issued by the Institute of Chartered Accountants of India. The Group Accounts have been prepared on the basis of audited financial statements received from the subsidiaries, as approved by their respective Boards.

Green Initiative

Your Company has started a sustainability initiative with the aim of going green and minimizing the impact on environment. Your Company has started sending Annual Report, Notices etc through e-mails to the Shareholders, whose e-mail IDs are registered with their Depository Participants. In case a Shareholder wishes to receive a printed copy, he/she may please send a request to the Company, which will send a printed copy of the annual report to the Shareholder. Members are requested to support this initiative by registering / updating their email addresses for receiving Annual Report, Notices etc. through e-mail.

Particulars of Employees

The number of employees as at 31st March, 2015 was 27. There was no employee who was in receipt of remuneration as required to be disclosed under the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure B.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Meetings of the Board

During the year under review, five Board meetings were held on 21st May, 2014, 21st July, 2014, 4th September, 2014, 7th November, 2014 and 3rd February, 2015.

Change in Directors and Key Managerial Personnel

Mr. Akshay Poddar, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Board has recommended his re-appointment.

Ms. Suparna Chakrabortii who was appointed as an Additional Director on 20th March, 2015 has subsequently resigned from the Board of Directors on 30th March, 2015 and

Ms. Jyotsna Poddar was appointed as an Additional Director of the Company with effect from 30th March, 2015.

During the year Mr. Kaushik Sonee, Secretary & Compliance Officer of the Company had resigned and Mr. Ayan Chakrobarty was appointed in his place. Mr. P. C. Kejriwal, CFO of the Company had resigned w.e.f. 31st March, 2015.

Board Evaluation

The Company has formulated a Policy, for performance evaluation of Independent Directors, Board, Committees and other Directors by fixing certain criteria which was approved by the Nomination and Remuneration Committee and adopted by the Board. The criteria for the evaluation include their functioning as Members of Board or Committees of the Directors.

A structured questionnaire, evolved through discussions within the Board, has been used for this purpose. Further on the basis of recommendations of the Nomination and Remuneration Committee and the performance review by Independent Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

Appointment of Directors and Remuneration Policy

The Nomination & Remuneration Committee has approved the criteria to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. To bring diversity, your Company has appointed Ms. Jyotsna Poddar, a woman Director on the Board during the year.

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and other employees of the Company.

The policy ensures equity, fairness and consistency in rewarding the employees on the basis of performance against set objectives. A copy of the policy is enclosed as Annexure C.

Declaration by Independent Directors:

All Independent Directors of your Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

AUDIT COMMITTEE AND AUDITORS Composition of Audit Committee

The composition of the Audit Committee is provided in the Report on Corporate Governance as attached to the Directors' Report.

Statutory Auditors

At the 74th Annual General Meeting held in the year 2014, M/s. K. N. Gutgutia & Co., Chartered Accountants, Statutory Auditors of the Company were re-appointed by the shareholders to hold office as such from the conclusion of 74th Annual General Meeting held in the year 2014 until the conclusion of 77th Annual General Meeting of the Company, subject to ratification of their appointment at every Annual General Meeting. Under Section 139 of the Companies Act, 2013, the Company is required to place the matter relating to Statutory Auditor's appointment for ratification by members at every Annual General Meeting.

Based on the recommendations by the Audit Committee, the Board of Directors of the Company recommends the ratification of their appointment.

Cost Auditors

Your Company has appointed M/s. DGM & Associates, Cost Accountants, for conducting the Cost Audit for FY 2015-16 in terms of the provisions of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 issued by the Ministry of Corporate Affairs.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s S. R. Associates & Co., Company Secretaries, as Secretarial Auditor, to conduct the Secretarial Audit of the Company for the F.Y. 2014-15.

The Report of the Secretarial Audit Report is enclosed as Annexure D.

Whistle Blower Policy

The details on the establishment of Whistle Blower Policy are provided in the Report on Corporate Governance as attached to the Directors' Report.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The system is commensurate with the size and the nature of operations of the Company.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements.

The Board of Directors on the recommendation of the Audit Committee has approved the Risk Management Policy for the Company in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Risk Policy document has in its scope, the establishment of a process for risk assessment, identification of risks both internal and external, and a detailed process for evaluation and treatment of risks.

The Audit Committee also evaluates the risk management system. The objectives of the Audit Committee pertaining to Risk Management is to monitor and review the risk management plan for the Company including identification therein of elements of risks, if any, and such other related functions.

DISCLOSURES

(a) There has been no change in the nature of business of the Company during the year under review.

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

(c) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year and the date of this Report.

(d) Deposits

Your Company has not accepted any Deposits.

(e) Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013.

No complaints pertaining to sexual harassment were received during FY 2014-15.

OTHER INFORMATION Corporate Governance

A separate report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges is attached as a separate Annexure and forms a part of this Report.

Particulars of Loans, Guarantees and Investments

The details of Loans, Corporate Guarantees and Investments made during the year under the provisions of section 186 of the Companies Act, 2013 have been disclosed in the Note nos. 2.14, 2.23, 2.10 respectively to the Financial Statements of the Company.

Extract of Annual Return

The extract of Annual Return in Form no. MGT 9 as on the financial year ended 31st March, 2015 is enclosed as Annexure E.

Related Party Transactions

All related party transactions during the financial year were entered in the ordinary course of business and on arm's length basis. All related party transactions are approved by the Audit Committee and Board of Directors. There were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel which may have a potential conflict of interest with the Company at large and as such disclosure in Form AOC-2 is not required.

The Company has also formulated a policy on dealing with Related Party transactions and the same is disclosed on the Company's website. The web link for accessing such policy is http://texinfra.in/related_party_transactions_policy.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT U/S 134 (5) OF THE COMPANIES ACT, 2013

Your Directors state:

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

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

(c) That proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the annual accounts of the Company have been prepared on a going concern basis;

(e) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

For and on behalf of the Board S. K. Poddar Chairman Kolkata Dated: 22nd May, 2015


Mar 31, 2014

The Directors have pleasure in presenting the Seventy Fourth Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2014.

Financial Results (Rupees in Lakhs)

2013-14 2012-13

Operating Profit (PBIDT) 1,817.12 1,697.96

Less: Interest (Net) (368.15) (395.11)

Gross Profit (PBDT) 2,185.27 2,093.07

Less: Depreciation 286.57 285.53

Profit before Taxation 1,898.70 1,807.54

Less: Provision for Taxation:

Current Tax 255.00 235.00

Deferred Tax Liability/(Asset) (50.89) (40.50)

Income Tax for earlier year 14.68 1.02

Profit after Taxation 1,679.91 1,614.06

Add: Balance brought forward from previous year 6,959.04 6,768.60

8,638.95 8,382.66 Appropriations

Proposed Dividend on Equity Shares (Incl. Tax) 223.62 223.62

General Reserve 1,000.00 1,200.00

Balance Carried Forward 7,415.33 6,959.04

8,638.95 8,382.66

Dividend

The Directors have pleasure in recommending payment of a dividend of Rs. 0.15 per share for the year ended 31st March, 2014.

The Management Discussion and Analysis

The Company derives its major income from receipt of Rent of leased out properties to blue chip Companies on medium term basis at Gurgaon, dividend income out of its Strategic Investments and operation of a Mini Hydro Power Unit in Dist. Darjeeling.

Real Estate

Pursuant to the Supreme Court order dated 25th March 2010, your Company could retain 35% of its Industrial Land with a F.A.R. 1.5 times of the normal F.A.R. and surrender the balance land to DDA.

In terms of the decision taken by the screening committee of the DDA, the Company surrendered and DDA has duly taken possession of 52,201 sq. mtrs. land out of 58,951 sq. mtrs. that was required to be surrendered to DDA. The balance area has not yet been surrendered as the 3 nos. residential quarters are not vacated. The application filed by the occupants of the quarters in the court of the District Judge has been dismissed. Our application for issuance of warrant of possession with police help will come up for decision on the next hearing. On issuance of the positive order, we shall obtain the vacant possession of the land occupied by the quarters and hand over the same to DDA so that the process of land surrender to DDA is completed.

The DDA vide its notification no. S.O.1215(E) dated 13th May, 2013 has notified that Industrial plots shall be eligible for Residential (Group Housing) activity within development control norms with required commercial activity upto 15% of permissible F.A.R. on payment of conversion charges as prescribed by Government from time to time.

Mini Hydro Power Project

The Company''s 3 MW Mini Hydel Power Plant located on river Neora, District Darjeeling in the State of West Bengal improved its performance with evacuation of 94.14 Lakh units of power in the year 2013-14 against 67.03 Lakh units in the year 2012-13. The unit - 3 is performing at full load operation in monsoon period. The generation would have been still better but for continuing problem of low availability of water in the lean season and transmission line failure. The evacuation problem has been solved by installing ATR of 4.5 MVA during the year. No evacuation problem was noticed since its installation.

The Company has also started preliminary work on the development of Neora Stage II (6 MW) project which is located a few kilometers upstream of the current plant. For Neora Stage

II project, application for FC & LA with proposal of alternative land to WBFDCL & Directorate of Forest, Govt. of WB has been submitted for transfer of Forest Land for project activity.

New Hydro Power

As reported your Company, though had pre-qualified for participation in price bid tenders for projects namely ANS Stage-1 Hydro Electric Project (40MW) & Bichlari Hydro Electric Project (45MW) on ''BOOT'' basis in Jammu Region of J & K, decided not to pursue said projects based on subsequent geological and viability study carried out by the management which were not encouraging.

We are exploring further possibilities for setting up mini hydel electric projects at new locations.

Human Relations

The Company continues to maintain its excellent record of human relations over the decades. Your Directors appreciate the commitment and dedication of its staff and officers.

Consolidated Financial Statements

In accordance with Accounting Standard 21 (Consolidated Financial Statements), the Group Accounts form part of this Report & Accounts. The Group Accounts also incorporate Accounting Standard 23 (Accounting for Investments in Associates in Consolidated Financial Statements) issued by the Institute of Chartered Accountants of India. The Group Accounts have been prepared on the basis of audited financial statements received from the subsidiaries, as approved by their respective Boards.

Corporate Governance

A separate report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges is attached as a separate Annexure and forms a part of this Report.

Directors'' Responsibility Statement u/s 217(2AA) of the Company''s Act, 1956

Your Directors state:

(i) that in the preparation of the annual accounts, applicable accounting standards have been followed, along with proper explanations relating to material departures, and the Notes in the Auditors'' Report in this regard are self-explanatory;

(ii) that such accounting policies have been selected and applied consistently and judgements and estimates made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the profit of the Company for that period;

(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, 1956 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.

The SEBI''s guidelines regarding Corporate Governance have been implemented by the Company.

Green Initiative

Your Company has started a sustainability initiative with the aim of going green and minimizing the impact on environment. Your Company has already started sending Annual Report, Notices etc through e-mails to the Shareholders, whose e-mail IDs are registered with their Depository Participants. In case a Shareholder wishes to receive a printed copy, he/

she may please send a request to the Company, which will send a printed copy of the annual report to the Shareholder. Members are requested to support this initiative by registering / updating their email addresses for receiving Annual Report, Notices etc. through e-mail.

Particulars of Employees

The number of employees as at 31st March, 2014 was 28. There was no employee who was in receipt of remuneration as required to be disclosed under Section 217(2A) of the Companies Act, 1956.

Director

Shri S. K. Poddar, Director, retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting. The Board has recommended his re-appointment.

Cost Auditors

Your Company has appointed Cost Auditors M/s. DGM & Associates, Cost Accountants, for conducting the Cost Audit for FY''15 in terms of the provisions of Companies Act, 2013 and Companies (cost records and audit) Rules, 2014 issued by the Ministry of Corporate Affairs.

Auditors

The Auditors, M/s. K.N. Gutgutia & Co, Chartered Accountants, retire and are eligible for re-appointment.

For and on behalf of the Board

Place: Kolkata S. K. Poddar

Dated: 21st May, 2014 Chairman

Report on Corporate Governance


Mar 31, 2013

The Directors have pleasure in presenting the Seventy Third Annual Report of the Company along with the Audited Accounts of the Company for the year ended 31st March, 2013.

Financial results Rupees in Lakhs

2012-13 2011-12

Operating Profit (PBIDT) 1,697.96 2,142.89

Less: Interest (Net) 395.11 268.59

Gross Profit (PBIDT) 2,093.07 2,411.48

Less: Depreciation 285.53 299.21

Profit before Taxation 1,807.54 2,112.27

Less: Provision for Taxation:

Current Tax 235.00 270.00

Deferred Tax Liability / (Assets) (40.50) (50.33)

Income Tax for earlier year 1.02 -

Profit after Taxation 1,614.06 1,892.60

Add: Balance brought forward from previous year 6,768.60 6,098.15

8.382.66 7,990.75

Appropriations

Proposed dividend on Equity Shares (Incl. Tax) 223.62 222.15

General Reserve 1,200.00 1,000.00

Balance Carried Forward 6,959.04 6,768.60

8.382.66 7,990.75

Dividend

The Directors have pleasure in recommending payment of a dividend of 15% (Rs. 0.15 per share) for the year ended March 31, 2013.

Consolidated Financial Statements

In accordance with Accounting Standard 21 (Consolidated Financial Statements), the Group Accounts form part of this Report & Accounts. The Group Accounts also incorporate Accounting Standard 23 (Accounting for Investments in Associates in Consolidated Financial Statements) issued by the Institute of Chartered Accountants of India. The Group Accounts have been prepared on the basis of audited financial statements received from the subsidiaries, as approved by their respective Boards.

Corporate Governance

A separate report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges is attached as a separate Annexure and forms a part of this Report.

DirectorsQResponsibility Statement U/S 217(2AA) of the Companies Act, 1956

Your Directors state:

(i) That in the preparation of the annual accounts, applicable accounting standards have been followed, along with proper explanations relating to material departures, and the Notes in the AuditorsDReport in this regard are self-explanatory;

(ii) That such accounting policies have been selected and applied consistently and judgements and estimates made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the profit of the Company for that period;

(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, 1956 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 concernD basis.

The SEBIH guidelines regarding Corporate Governance have been implemented by the Company. An Audit Committee of the Board and InvestorsD/ ShareholdersD Grievance Committee have been constituted and are functioning in keeping with the given guidelines.

Green Initiative

Your Company has started a sustainability initiative with the aim of going green and minimizing the impact on environment. The Company has issued a notice dated 20th December, 2011 in respect of the same to the Shareholders to opt for paperless compliances i.e. receipt of Annual Reports, Notices etc. through e-mails. Your Company has started sending Annual Reports, Notices etc. through e-mails to the Shareholders, whose e-mail I Ds are registered with their Depository Participants.

In case a Shareholder wishes to receive a printed copy, he/she may please send a request to the Company, which will send a printed copy of the annual report to the Shareholder. Members are requested to support this initiative by registering / updating their email addresses for receiving Annual Reports, Notices etc. through e-mail.

Particulars of Employees

The number of employees as at 31st March, 2013 was 29. There was no employee who was in receipt of remuneration as required to be disclosed under Section 217(2A) of the Companies Act, 1956.

Directors

Shri Hemant Kumar, was appointed as an Executive Director w.e.f. 2nd September, 2011 and the same was approved by the Members in the last Annual General Meeting. Shri Gautam Khaitan and Shri Utsav Parekh, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

Cost Auditors

Your Company has appointed Cost Auditors M/s. DGM Associates, Cost Accountants, for conducting the Cost Audit for the financial year 2012-13 in terms of Notifications and Companies (Cost Accounting Records) Rules issued by the Ministry of Corporate Affairs.

Auditors

The Auditors, M/s. K. N. Gutgutia & Co., Chartered Accountants, retire and are eligible for re-appointment.

For and on behalf of the Board

Place: Kolkata S. K. Poddar

Dated: 30th May, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Seventy Second Annual Report of the Company along with the Audited Accounts of the Company for the year ended 31st March, 2012.

Financial Results Rs. in Lakhs

2011-2012 2010-2011

Operating Profit (PBIDT) 2,210.79 1,340.63

Less: Interest (Net) (200.69) (33.62)

Gross Profit (PBDT) 2,411.48 1,374.25

Less: Depreciation 299.21 312.98

Profit before Taxation 2,112.27 1,061.27

Provision for Taxation:

Current Tax 270.00 210.00

Deferred Tax Liability/(Asset) (50.33) 87.11

Income Tax for earlier years - 3.36

Profit after Taxation 1,892.60 760.80

Add: Balance brought forward from previous year 6,098.15 5,785.16

7.990.75 6,545.96

Appropriations

Proposed Dividend on Equity Shares (Incl.Tax) 222.15 147.81

General Reserve 1,000.00 300.00

Balance Carried Forward 6,768.60 6,098.15

7.990.75 6,545.96

Dividend

The Directors have pleasure in recommending payment of a dividend of 15% (Rs.0.15 per share) for the year ended 31st March, 2012.

THE MANAGEMENT DISCUSSION AND ANALYSIS Renaming of the Company

Following the restructuring of Texmaco Limited post demerger of the Heavy Engineering and Steel Foundry businesses to Texmaco Rail & Engineering Ltd, the Company is focussed on its core business of Real Estate Development, Hydro Power & other Infrastructure Development and Investments decided to re-name itself as "Texmaco Infrastructure & Holdings Ltd". Govt, of India- Ministry of Corporate Affairs, Registrar of Companies, West Bengal has approved the change of name of the Company and has issued Fresh Certificate of Incorporation consequent with change of Name dated 20th Feb, 2012.

Real Estate

In terms of the order of the Hon'ble Supreme Court of India, consequent upon the closure of erstwhile Birla Textiles, the Company was required to surrender about 60% of its Industrial Land to DDA to keep it green. DDA at the meeting of its Screening Committee held on Feb 27, 2012 has decided the matter and has submitted the Area map showing the area to be surrendered and that to be retained in the Court of the Distt. Judge, Delhi who is nominated by the Hon'ble Supreme Court for executing its Order. It is expected that the process of land surrender will be completed shortly and thereafter the Company can commence its efforts for development of its land in Delhi.

Mini Hydro Power Project

The Company's 3 MW Mini Hydel Power Project located at Neora, District Darjeeling in the State of West Bengal evacuated 55.47 Lakh units of power in the year 2011 - 2012 against 48.95 Lakh units in the year 2010-11. The entire power generated was sold to the West Bengal State Electricity Board in terms of Power Selling Agreement entered into with them. The generation was lower than expected due to low availability of water in the lean season and excessive deposition of silt in the desilting chamber. The continued problem of high voltage transmission line of SEB and breakdown of MIV of Unit #3 were other bottlenecks. Adequate measures have been taken this year so as to achieve a higher generation.

The Company has also started preliminary work on the development of Neora Stage II (6 MW) which is located a few kilometers upstream of the current plant.

New Hydro Power Project

Based on the experience gained in successfully implementing Neora Hydro Power Project, the Company is expanding its activities in Hydro Power Sector. The Company has participated in pre-qualification tender for projects namely ANS Stage-1 Hydro Electric Project (40MW) & Bichlari Hydro Electric Project (45MW) on 'BOOT' basis in Jammu Region of J & K. The pre-qualification bids are presently under evaluation and the Company is hopeful to qualify to submit the price bids.

The Company is also considering participation in tenders for setting up of Hydro Power Projects in Meghalaya and is exploring opportunities in other States also.

Human Relations

The Company continues to maintain its excellent record of human relations over the decades. Your Directors appreciate the commitment and dedication of its staff and officers.

Consolidated Financial Statements

In accordance with Accounting Standard >21 (Consolidated Financial Statements), the Group Accounts form part of this Report & Accounts. The Group Accounts also incorporate Accounting Standard 23 (Accounting for Investments in Associates in Consolidated Financial Statements) issued by the Institute of Chartered Accountants of India. The Group Accounts have been prepared on the basis of audited financial statements received from the subsidiaries, as approved by their respective Boards.

Employees Stock Option Scheme (ESOS)

Details of Employees Stock Option granted pursuant to Employees Stock Option Scheme 2007 (ESOS 2007), as also the disclosure in compliance with Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure 'A' to this Report. During the year, the Committee of Directors of the Company at its Meeting held on 21st October, 2011 has allotted 2,43,500 Equity Shares of the Company to its eligible employees, pursuant to exercise of 2,43,500 Options by the eligible employees under Texmaco Employees Stock Option Scheme, 2007 and consequently the Paid up Share Capital of the Company stands increased from Rs. 12,71,83,090/-to Rs. 12,74,26,590/-w.e.f 21st October, 2011. Under ESOS 2007, 3,75,000 Options were granted to the employees of the Company, out of which employees had exercised 2,43,500 Options and the Scheme thereafter, stands closed on the balance options having not exercised and surrendered by certain eligible employees.

Corporate Governance

A separate report on Corporate Governance pursuant to

Clause 49 of the Listing Agreement with the Stock Exchanges is attached as a separate Annexure and forms a part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT U/S 217(2AA) OF THE COMPANIES ACT, 1956

Your Directors state:

(i) That in the preparation of the annual accounts, applicable accounting standards have been followed, along with proper explanations relating to material departures, and the Notes in the Auditors' Report in this regard are self-explanatory;

(ii) That such accounting policies have been selected and applied consistently and judgements and estimates made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the profit of the Company for that period;

(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, 1956 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 concern1 basis.

The SEBI's guidelines regarding Corporate Governance have been implemented by the Company. An Audit Committee of the Board and Shareholders' / Investors' Grievance and Share Transfer Committee have been constituted and are functioning in keeping with the given guidelines.

Green Initiative

Your Company has started a sustainability initiative with the aim of going green and minimizing the impact on environment. The Company has issued a notice dated 20th December, 2011 in respect of the same to the Shareholders to opt for paperless compliances i.e. receipt of Annual Reports, Notices and communications etc. through e-mails.

In order to conserve paper and minimize the impact in our environment, your Company is publishing only the Statutory disclosures in the print version of the Annual Report, prepared in compliance with the Section 219 of the Companies Act, 1956 and Clause 32 of the Listing Agreement. However full Annual Report is available on our website www.texinfra.in.

Particulars of Employees

The number of employees as at 31st March, 2012 was 28. There was no employee who was in receipt of remuneration as required to be disclosed under Section 217(2A) of the Companies Act, 1956.

Directors

Shri Hemant Kumar, was appointed as an Additional Director w.e.f. 2nd September, 2011 by the Board.

Shri S. K. Poddar and Shri Akshay Poddar, Directors, retires by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

Auditors

The Auditors, M/s. K.N. Gutgutia & Co. retire and are eligible for re-appointment.

For and on behalf of the Board

Place: Kolkata S.K. Poddar

Dated-. 25th May, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Seventy first Annual Report of the Company along with the Audited Accounts of the Company for the year ended 31st March, 2011.

The performance of the Company is not comparable from the previous year as in terms of a Scheme of Arrangement duly approved by the Shareholders and the Hon'ble High Court, Calcutta, the Heavy Engineering and Steel Foundry businesses of the Company were demerged to Texmaco Rail & Engineering Ltd. (TEXRAIL), effective date being 1st April 2010. Accordingly the financial results of the Company for the year reflect only the Real Estate and Mini Hydro Power Segments and excludes the performance of Heavy Engineering and Steel Foundry businesses.

The Scheme of Arrangement was implemented as the considerations, factors and financials applicable to the Heavy Engineering and Steel Foundry businesses were different and

divergent in nature in comparison to Real Estate acquisition and development and other business and interests of Texmaco. As part of an overall business reorganisation plan and in order to take the respective businesses to the next level of growth, it was appropriate to segregate and realign the same. It was accordingly considered desirable and expedient to reorganise and reconstruct Texmaco by demerging the Heavy Engineering and Steel Foundry businesses (Demerged Undertaking) to TEXRAIL in the manner and on the terms and conditions as stated in the Scheme of Arrangement.

The demerger would enable the businesses to be pursued and carried on more conveniently and advantageously with greater focus and attention through two separate companies. i.e. Texmaco and TEXRAIL, each having their own management team and administrative set up. It would facilitate the business consideration and factors applicable to be addressed more effectively and adequately by the respective companies.

Financial Results Rs. in Lakhs

2010-2011 2009-2010

Operating Profit (PBIDT) 1,340.63 15,184.77

Less: Interest (Net) (33.62) 98.57

Gross Profit (PBDT) 1,374.25 15,086.20

Less: Depreciation 312.98 1,148.56

Profit before Taxation 1,061.27 13,937.64

Provision for Taxation:

Current Tax 210.00 4,493.00

Deferred Tax Liability/(Asset) 87.11 63.80

come Tax for earlier years 3.36 35.23

Profit after Taxation 760.80 9,345.61

Less : Exceptional items:

VRS (Engg. Divn.) – 41.13 Net Profit / Loss 760.80 9,304.48

Add: Balance brought forward from previous year 5,785.16 5,337.05

6,545.96 14,641.53 Appropriations

Proposed Dividend on Equity Shares (Incl.Tax) (10%) 147.81 (90%) 1,339.18

Dividend on Pref. Shares (Incl. Tax) – (6%) 17.19

General Reserve 300.00 7,500.00

Balance Carried Forward 6,098.15 5,785.16

6,545.96 14,641.53

Dividend

The Directors have pleasure in recommending payment of a dividend of 10% (Re.0.10 per share) for the year ended March 31, 2011.

Corporate Governance

A separate report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges is attached as a separate Annexure and forms a part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT U/S 217(2AA)OF THE COMPANY'S ACT, 1956

Your Directors state:

(i) That in the preparation of the annual accounts, applicable accounting standards have been followed, along with proper explanations relating to material departures, and the Notes in the Auditors' Report in this regard are self-explanatory;

(ii) That such accounting policies have been selected and applied consistently and judgements and estimates made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the profit of the Company for that period;

(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, 1956 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.

The SEBI's guidelines regarding Corporate Governance have been implemented by the Company. An Audit Committee of the Board and Shareholders' / Investors' Grievance and Share Transfer Committee have been constituted and are functioning in keeping with the given guidelines.

Group

Pursuant to an intimation from the promoters, the names of the promoters and entities comprising “Group” as defined under the Monopolies and Restrictive Trade Practices (MRTP) Act, 1969 are disclosed as Annexure A in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997.

Particulars of Employees

There was no employee who was in receipt of remuneration as required to be disclosed under Section 217 (2A) of the Companies Act, 1956.

Directors

Shri S. K. Poddar, Director of the Company, retires by rotation and is eligible for re-election.

Auditors

The Auditors, M/s. K.N. Gutgutia & Co, retire and are eligible for re-appointment.

For and on behalf of the Board

Kolkata S.K. Poddar

Dated: 23rd May, 2011 Chairman


Mar 31, 2010

The Directors take pleasure in presenting the 70th Annual Report of the Company along with the Audited Accounts of the Company for the year ended March 31, 2010.

Financial Results

Rs. in Lakhs 20009-2010 2008-2009 Operating Profit (PBIDT) 15,184.77 13,192.64

Less: Interest (Net) 98.57 919.52

Gross Profit (PBDT) 15,086.20 12,273.12

Less: Depreciation 1,148.56 1,135.40

Profit before Taxation and Exceptional items 13,937.64 11,137.72

Less : Exceptional items: VRS (Engg. Divn.) 41.13 45.38

Profit before Taxation 13,896.51 11,092.34 Less: Provision for Taxation:

Current Tax 4,493.00 3,478.44

Deferred Tax Liability/(Asset) 63.80 (5.60)

Fringe Benefit Tax - 35.52

Less: Income Tax for earlier year 35.23 -

Net Profit 9,304.48 7,583.98

Add: Balance brought forward from previous year 5,337.05 3,744.38

Profit available for Appropriation 14,641.53 11,328.36 Appropriations

Proposed Dividend on Equity Shares (Incl.Tax) (90%) 1,339.18 (75%) 972.07

Dividend on Pref. Shares (Incl.Tax) (6%) 17.19 (6%) 19.24

General Reserve 7,500.00 5,000.00

Balance Carried Forward 5,785.16 5,337.05

14,641.53 11,328.36

Dividend

The Directors have pleasure in recommending payment of a dividend of 90% (Re.0.90 per share) for the year ended March 31, 2010, having regard to the performance of the Company.

During the year under review, the Company has turned out encouraging results, despite the severe economic slowdown worldwide and its dampening impact on the domestic business, for a major part of the year.

The Gross Turnover at Rs.1125.49 crore was marginally higher by 3% compared to Rs.1,091.25 crore in the previous year. (This does not include the value of free-supply inputs including steel and components of over Rs. 335 crore provided to the Company by Indian Railways and other clients for some large value contracts).

However, the Gross Profit for the year (PBDT) was significantly higher by 23% at Rs.150.86 crore against Rs.122.73 crore, and profit before tax (PBT) by 25% at Rs.138.97 crore against Rs.110.92 crore in the previous year. The Net Profit at Rs.93.04 crore was higher by 23% compared with Rs.75.84 crore in the previous year, after providing enhanced Tax liability of Rs.45.92 crore against Rs.35.08 crore only in the previous year. The Deferred Tax Liability for the year has been created in the Profit and Loss Account in accordance with the Accounting Standard 22 "Accounting for taxes on Income", issued by the Institute of Chartered Accountants of India.

The Management Discussion and Analysis

In the backdrop of the global economic slow-down in the later part of the year 2008 and the pervasive gloom, the Company had to contend against deceleration in the orders, deferment of deliveries by customers, build-up of inventories and interest burden thereof, and special credit accommodation to esteemed customers. The situation was somewhat redeemed by stimulus packages of super economic powers and our own government to resuscitate the economy. The Management, in such a grim situation, capitalised on its strengths in marketing and financial leveraging to sustain its operations through carefully orchestrated strategy in product-mix planning. It used the opportunity to enhance its competitive ability through upgradation of technology, skills and all-round cost effective measures. These did help the Company to achieve a reasonable growth in profit despite a moderate increase in total income as would be seen from the performance of the Divisions here-below.

Heavy Engineering Division

Rolling stock

Your Directors are pleased to report that the Company managed to sustain the wagon production during the year at 4110 VUs, valued around Rs.820.57 crore, marginally higher than the previous year, notwithstanding the depressed business scenario under the impact of the unprecedented global economic crisis. It may be pertinently mentioned that while wagon production during the year was more or less the same in numbers as in 2008-09, the value was substantially higher by over 22% because of the high value product-mix. Production wise, the demand for wagon rakes for movement of iron ore and container traffic suffered a severe decline. To add to the woes of the Industry, it is regrettable that even after the elapse of nearly 14 months, Indian Railways are yet to release the wagon orders for the year 2009-10, which severely contributed to the idling of the production capacity.

Ironically, there is an all round clamour by the Industry on account of shortage of wagons. Yet, the continuing delay in releasing the overdue wagon orders is rather inexplicable. It is hoped that the Railway Board would lose no further time in mitigating the hardship of the Industry and protecting no less their own freight revenue.

As per the 2010-11 Budget estimate, freight loading has been targeted at 944 million ton i.e. an increment of 54 million ton, and the Railways propose to invest Rs.41,426 crore, which is the highest-ever plan outlay. This augurs well for substantially higher wagon orders in the current year. Besides, to make good the wagon shortage, a Modified Wagon Investment Scheme of Indian Railways for high capacity general purpose and special purpose wagons is on the anvil, which will permit private operators to invest in infrastructure and run special freight trains.

Your Company expects that with the inclusion of iron ore and coal transportation under the Modified Wagon Investment Scheme, there would be substantial demand for wagons in these sectors from private parties. The Container traffic too should pick up, and your Company will be a major beneficiary in this segment.

There is a huge freight growth projected as per the Indian Railways’ Vision 2020. The demand for commodity-specific wagons is expected to go up substantially. The ongoing expansion of Aluminium and Cement Industries would generate substantial demand for BTAP wagons for transportation of Alumina Powder and BCCW wagons for transportation of Cement. In this context, your Directors are pleased to inform that looking to the prospective demand for BTAP and BCCW wagons, your Company has already done significant design development work on High Capacity Wagons, and the conceptual designs of the same have been submitted to Indian Railways for their approval.

Locomotive Car Body Shells

For the first time, the Company manufactured Car Body Shells for WAG-9 Electric Locomotives against a developmental order for eight shells, valued Rs.3.20 crore (with free steel), from Chittaranjan Locomotive Works. The first shell was despatched on 26 Dec 2009. The order is likely to be completed in 2010.

Collaboration with the United Group, Australia

As a part of new business arrangements, the Company to start with, has signed during the year a Collaboration Agreement, followed by a Technology Transfer Agreement (TTA) with United Group Rail, Australia, a leading end-to-end rail technology solutions provider in the Asia Pacific Region, for special design Double Deck Container Flat Wagons. The Company is in an advanced stage of negotiation with United Group Rail for meeting some of their requirements of Wagons, Bogies and Locomotive Components, which would be an important export window to Australia.

Hydro Mechanical Equipment and Steel Structures

In spite of the thrust of the Government of India to harness Hydro power potential, not many projects have come up in recent years. None of the major projects took off during the year under review.

Unfortunately, the execution of major contracts in hand also continued to be affected due to various environmental, climatic and human relation problems. The turnover of the Division stood at around Rs.50.63 crore only. The order book is expected to improve significantly during the current year.

The year 2009-2010 marked completion of 120 MW Sewa H.E. Project of NHPC Ltd. in J&K. The surface and buried Penstock work of this project was a testimony to the Company’s technical know-how and installation expertise in an extremely rough and difficult terrain, having ever-changing profile & disposition of the rocks.

During the year, the Company got registration with RDSO for manufacture of bridges. It executed the first order of steel railway bridge of 4 x 61.5 M span received through L&T, the Engineering and Construction conglomerate. This has opened a new business avenue having good potential.

Process Equipment

The Company successfully completed the order of 13 nos. 200m3 Buffer Vessels of the size of 3.7m dia x 23m long weighing 82 tonnes each, and 2 nos. of 150m3 of the size of 3.3m dia x 27m long weighing 72 tonnes each, supplied to various Steel Plants. However, the operations of the Division were at rather low level owing to suspension of the activities in Sugar Machinery & Boiler segments. The Management is planning to re-organise and expand the product range of the Division. Currently, the order for 12 nos. Process Vessels of different sizes is under execution. With the Steel Plants going in for modernisation and clearance of Paradeep Refinery already given, there is a good potential for heavy process equipment.

Steel Foundry Division

The inordinate delay in release of wagon orders for RSP 2009-10, and the mandatory use of imported couplers imposed by the Railway Board with the introduction of Stainless Steel wagons, resulted in drastic fall in the demand of Railway castings. As a consequence, the Foundry capacity could not be utilised fully during the year. Nevertheless, the production & despatch of 18,304 MT were maintained at the previous year’s level. However, the turnover during the year at Rs.189.52 crore recorded a fall as compared to the previous year because of low realisation and also the change in Excise Duty tariff from 14% to 8%. The exports also suffered an absence of bulk orders because of sluggish demand in the global market.

The high axle load (27.5T) side frame & bolster castings developed by your foundry are currently undergoing static & dynamic testing at the AAR (Association of American Railroad) approved laboratory in Pueblo, USA prior to their clearance for use in the North American market. The tests are expected to be completed by September, 2010.

Your Directors are happy to report that your foundry was awarded "Best Foundry For The Year, 2009" by The Institute of Indian Foundrymen, which is a Affiliated Member of World Foundry Organisation.

Agro Machinery Division

The performance of the Division was sluggish during the year owing to unprecedented drought throughout the country during the Kharif season, and also non-release of subsidy by the Ministry of Agriculture, Government of India, to most of the States. It is expected to pick up substantially in the current year. The division has also initiated action to explore new markets, particularly in southern states to improve its market share in Agricultural machinery.

The division proposes to add new agricultural machines, Tractors and Reapers, to meet the needs of middle class farmers and thus expand its product range. In addition to the agro - machinery activity, the Division in collaboration with M/s. Nu Phalt U.K. has taken up assembly and marketing of the State-of the-Art Infrared Recycling Pothole Repairing Machine for roads. The first machine has been delivered to the Delhi Municipal Corporation, and the company expects to receive substantial orders in the current year.

Mini Hydel Power

During the financial year 2009-10, the plant achieved generation figure of 7.3 million units with net recorded evacuation of 6.7 million units. The generation suffered a huge set back due to sustained high voltage in 11 KV Grid of Chalsa Sub-Station since 17.10.09. The high voltage phenomenon still continues and evacuation has dropped to 50% compared to the figure of the previous year.

The matter has been taken up at the highest level in Distribution Lisencee (WBSEDCL) and also the State Electricity Regulatory Commission (SERC) & IREDA for corrective measures for removal of barriers.

For availing the benefit of carbon subsidy, verification of VER & CER was completed up to November 2008. The certificate of VER for 4,124 units already issued by SGS (UK) and certification of CER for a quantity of 7,785 units is under process. The quantum of unverified CER as on 31.03.10 is around 7,400 units.

Exports

The exports of the Company during the year stood at around Rs. 151 crore, including deemed export. On the physical export front, the market continues to be sluggish as the developed economies are yet to come out of the impact of slowdown they have been facing for the last two years. However, development of samples of the castings for Europe & North American Market is being actively pursued and our side-frame and bolster castings for the American Market are presently undergoing static and dynamic testing in the USA. The successful test acceptance will open the window for your company to export its castings to high quality consensus and niche markets in North America.

R & D activities

The Steel Foundry Division has undertaken various R&D activities focusing on development of processes and manufacturing procedures of various important critical items for export/domestic market to meet international quality and application requirements.

The Division has successfully developed quite a number of castings viz. Drawguard, Drawbar, Tightlock Couplers for Coaches and Side Frames, Bolsters for High Axle Load boxes and CMS Crossings for special application etc., for export market. Some of the proto-type products, already developed, are under testing and approval in international laboratories. It should enable the Company to enter into export market for these products in a big way. It is gratifying that the Tooth Point product for the mining industry has been commercialised.

The Division continues to strive to develop items and products, which have export potential.

Real Estate

The Hon’ble Supreme Court of India disposed off all the review petitions for freehold land including that of our Company, requiring the Company to surrender on sliding scale up to 65% of its land to DDA and permitting 1.5 times of normal FAR on the remaining land, and further clarifying that in case the surrendered land is used by DDA for any commercial development, DDA shall pay the Company 50% of the amount received by it. With the judgement in hand, the Company is in a position to plan commercial development of its property at Birla Mills, Delhi.

The property acquired by the Company at Gurgaon, at a prime location, has a good prospect for long term capital appreciation and is presently yielding an annual rental income of around Rs. 9 crore.

Investment in Subsidiary Company

During the year, the Company made an investment of Rs.5,45,00,000 in the equity capital of its wholly owned subsidiary, M/s. Texmaco Machines Pvt. Ltd. (Now known as

Texmaco Rail & Engineering Ltd). This would facilitate to make a rational and shareholder friendly restructuring scheme for the Company’s Heavy Engineering and Steel Foundry Divisions.

Restructuring of the Company

Your Directors have recommended, subject to the approval of shareholders and the Hon’ble High Court, Calcutta, the proposal to restructure the Company by de-merging its operational Divisions i.e. Heavy Engineering and Steel Foundry Divisions to its wholly owned Subsidiary Company and retaining the business of Real Estate, Investment and Mini Hydel Power in the Company. Your Directors are confident that this will enable the Company to raise resources for its various expansion plans and simultaneously enhance the shareholders value by optimising the Company’s operations in its respective field, and will also enable the Company to raise resources for its Real Estate Division which is a big opportunity in view of the conclusion of litigation and final award made by the Hon’ble Supreme Court. The restructuring proposal has been worked out by M/s. Ernst & Young Pvt Ltd. M/s. ICICI Securities Ltd., Advisors and M/s. Khaitan & Co., Advocates, have been appointed for the implementation of the scheme.

Multi-Million QIP

The Company successfully raised Rs.170.56 crore by way of Qualified Institutional Placement (QIP) in July 2009. The response from leading Domestic and International Institutional Investors was overwhelming. The equity share of the Company of Re.1 each was subscribed at 104 times of its face value at. Rs.104 per equity share. Subsequent to the QIP issue, the paid up equity share capital of the company has gone up from Rs.1107.83 lacs to Rs.1271.83 lacs. The newly issued equity shares under the QIP stand listed at Bombay Stock Exchange Ltd., National Stock Exchange of India Ltd and The Calcutta Stock Exchange Ltd.

Human Relations

In our people, we trust. Our journey through turbulent times would not have been possible without the support of our people, our biggest strength. We have built an aspirational organisation to go beyond boundaries. As we step into the future, we would be required to augment our capability even more comprehensively.

The quality of leadership determines the pace of progress of the corporation. This year too, we continued to build on our commitment to leadership development, which includes providing employees with opportunities for learning while earning. The company’s programme of providing an educational window to employees in collaboration with BITS Pilani is yielding excellent results. The Management continues to invest substantially in harnessing its human assets.

This year we crafted a special Performance Appraisal Framework to assess talent and identify gaps. One of our top priorities has been to build talent across the organisation, especially in the niche areas of Operations, Business Processes, IT, and Quality Assurance. Lean process remains a focus for us. We have leveraged technology significantly to optimise our manning.

Texmaco continues to maintain its unique track record of industrial harmony. As we look ahead we are confident that our strong, positive people philosophy and practices will make us a preferred destination of talent.

Employees Stock Option Scheme (ESOP)

Details of Employees Stock Option granted pursuant to Employees Stock Option Scheme 2007 (ESOS 2007), as also the disclosure in compliance with Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure ‘1’ to this Report.

Redemption of Non-Cumulative Preference Shares

The Company during the year under review redeemed 2,74,050 (6%) redeemable non-cumulative preference shares of Rs.100 each.

Opportunity and Threats

Looking to the growth trajectory of Indian economy and the GDP growth rate of around 8% plus, there are unprecedented opportunities in the Rail Freight Transportation sector. The Rail Freight operations are the core business area and primal revenue stream of Indian Railways. Texmaco, being the market leader in the manufacture of freight cars in the country, is poised for a sustained high rate of growth; in the planned phenomenal expansion of Rail Transport capacity. The Company is examining various options to enter into Railway Logistics Business including Container Train Operations, Multi/Inter Modal Container Terminals and Train Maintenance.

The Ministry of Railways has taken a major policy initiative in February 2005 permitting entry of private operators to run container trains and the Indian Containers Traffic is expected to grow at 16%–18% annually. There are viable options available to the Company to enter into the rail-related fields including pan-India Network of container train operations, setting up Inter Modal Terminals, and forward integration by taking up the activity of Freight Car Maintenance, an area of its core competence. Significantly, the Dedicated Freight Corridor Plan of the Indian Railways will lead to a quantum jump in transportation capacity, and the Company is gearing to be in a state of readiness to partake a share of the huge potential thereof. Indian Railways have also issued draft policies for attracting private sector participation in Railway Logistics Business and Rail Connectivity Projects, which is a precursor for other PPP Projects. For these high-end projects, the Company has already started garnering its resources through upgradation of technology, skills and quality assurance matching with the international standards.

Besides, the Company has ambitious plans to foray into the Hydel Power Sector, where it is already a leading supplier of Hydro-Mechanical Equipment for the Mega Hydro Power Projects. Logistically, the Company is ideally placed to look at the various schemes in the North East Sector, which has the highest potential for Hydro Power in the entire country.

In the face of the aforesaid opportunities, the one threat appears to be any procrastination in going forward and building up the requisite technical, financial and managerial resources to be the front runner in this high momentum phase of rail development. There would also be the challenge of new entrants attracted by the growth story of the Railways, and the Company has to be alive to beat the emerging competition by efficient and cost effective resource planning and management.

Corporate Social Responsibility

CSR is not merely a statement of intent for us at Texmaco. It is an Article of Faith, a belief that the world will be a better place to live with strong human bonding. As a part of our corporate philosophy, Education, Health, Environment and Safety continue to be areas of priority for Texmaco.

The Management continues to invest substantially in Community Welfare Programmes, directly and through philanthropic organisations. The Company supports Texmaco Neighbourhood Welfare Society which has been extending financial assistance on a wide scale to the needy, deserving individuals and families. Your company is an active participant in the Affirmative Action Policy to promote Inclusive Growth by giving special preference in the recruitment procedure to SC-ST- OBC and physically challenged candidates.

The Company believes that CSR starts with good governance in the interest of all the stake holders, ensuring that the company adds wealth, follows the laws of the land and the norms of society, develops the potential of all its employees, remains sensitive to the environmental and ecological effects of its actions, and bears responsibility for improving community life.

Consolidated Financial Statements

In accordance with Accounting Standard 21 (Consolidated Financial Statements), the Group Accounts form part of this Report & Accounts. The Group Accounts also incorporate Accounting Standard 23 (Accounting for Investments in Associates in Consolidated Financial Statements) and Accounting Standard 27 (Financial Reporting of Interest in Joint Ventures) issued by The Institute of Chartered Accountants of India. The Group Accounts have been prepared on the basis of audited financial statements received from the subsidiaries, as approved by their respective Boards.

Corporate Governance

A separate report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges is attached as a separate Annexure and forms a part of this Report.

Directors’ Responsibility Statement

U/S 217(2aa) of the Company’s Act, 1956

Your Directors state:

(i) That in the preparation of the annual accounts, applicable accounting standards were followed, along with proper explanations relating to material departures, and the Notes in the Auditors Report in this regard are self-explanatory;

(ii) That such accounting policies were selected and applied consistently and judgements and estimates made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the profit of the Company for that period;

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

(iv) That the annual accounts were prepared on a going concern basis.

The SEBIs guidelines regarding Corporate Governance have been implemented by the Company. An Audit Committee of the Board and Shareholders / Investors Grievance and Share Transfer Committee have been constituted and are functioning in keeping with the given guidelines.

Particulars of Employees

The number of employees as on 31st March, 10 was 1720. A statement containing the required particulars of employees as stipulated under Section 217(2A) of the Companies (Particulars of Employees) Rules, 1975, is enclosed - Annexure ‘2’.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988, information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is enclosed - Annexure ‘3’.

Directors

Your Director, Shri H.C. Gandhi retires from the Board after a distinguished service for last 14 years. The Directors place on record their deep appreciation of the valuable advice and guidance received from him during his tenure as Director of the Company.

Shri S. Dhasarathy and Shri Akshay Poddar, Directors of the Company, retire by rotation and are eligible for re-election.

Auditors

The Auditors, M/s. K.N. Gutgutia & Co, retire and are eligible for re-appointment.

For and on behalf of the Board

Kolkata S. K. Poddar

Dated: 29th May, 2010 Chairman

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