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Directors Report of Artson Engineering Ltd.

Mar 31, 2019

To the Members,

The Board presents the 40^th Annual Report of Artson Engineering Limited (the Company or AEL) along with the audited financial statements for the year ended 31^st March 2019.

1. FINANCIAL RESULTS

PARTICULARS	Amount (Rs. in Lakhs)
PARTICULARS	2018-19	2017-18
Gross Turnover (including Other Income)	16156.61	14172.22
Profit before Interest and Depreciation (EBIDTA)	810.67	1187.98
Finance Charges	685.53	543.53
Depreciation and Amortization	112.92	100.66
Total Expenditure	16144.39	13628.43
Net Profit Before Tax (PBT)	12.22	543.79
Less: Tax expense	(180.86)	(412.98)
Net Profit After Tax (PAT)	(168.64)	130.81
Other Comprehensive Income	0.38	3.14
Total Comprehensive income	(168.26)	133.95
Balance of Profit brought forward	214.67	230.84
Balance available for appropriation	190.25	214.67
Surplus carried to Balance Sheet	190.25	214.67

2. COMPANYâS PERFORMANCE

The Companyâs total income for the year under review aggregated to Rs. 16157 Lakhs (Previous Year: Rs. 14172 Lakhs). The operations of the Company for the year under review resulted in profit before tax of Rs. 12 Lakhs (Previous Year: Rs. 544 Lakhs) and profit/ (loss) after tax of (Rs. 169 Lakhs) (Previous Year: Rs. 131 Lakhs Profit).

During the year under review, the Company has completed the tankage work for Mumbai Aviation Fuel Farm Facility Private Limited (MAFFFL). In addition to this, fabrication of 3 tanks out of 4 nos. of large diameter (79 Mtrs.) tanks for storage of crude oil at IOCL, Paradeep are completed. Construction of 4^th tank is in advanced stage of fabrication.

Contract related to large diameter intake pipeline package at APGENCO, Krishnapatnam is completed, giving your Company a better pre-qualification eligibility for pursuing more projects of similar nature.

The Company has executed orders for supply of over 3000 MT of steel structures to various clients including FL Smidth, ThyssenKrupp and Tata Projects from Nagpur facility. Apart from steel structures, this facility has also manufactured a 3D precast mould, marking your Companyâs foray into equipment building.

The Company delivered over 600 MT of equipment to clients like IOCL, Hindalco, SNF Flowpam, Aarti Industries, Chemitech and SI Group. This includes the manufacturing and delivery of heaviest heat exchanger ever manufactured by your Company to Hindalco Industries for their Dahej Plant. Further, the Company is manufacturing pressure vessels destined for a prestigious project of ISRO.

During the year under review, the Company received new orders with estimated value of approx. Rs. 29619 Lakhs. The closing order backlog of the Company for the year ended 31^st March 2019 stood at approx. Rs. 23985 Lakhs.

Major orders received

- From Indian Oil Corporation Limited (IOCL), for Construction of bulk fuel storage tanks at Dhumad Terminal, Gujrat.

- From GMR Hyderabad Internal Airport Limited (GHIAL) for augmentation of existing ATF fuel facility at RGI Airport, Hyderabad.

- From Bharat Petroleum Corporation Limited (BPCL) for construction of petroleum storage tanks at Haveli, Pune.

- From ThyssenKrupp Industries for fabrication and supply of steel structures.

- From Hindalco Industries for manufacturing and supply of hot heat exchanger for their Dahej, Plant.

- From Tata Projects Limited (TPL) for manufacture and supply of equipment, steel structures and their various projects in India.

Business demonstrated moderate growth for companies in the metal forming and fabricating segment. Markets across the Board have experienced sustaining growth in last few years.

Past year has been a prime example of sustenance in fabrication sector. At the same time, there are concerns over Election results, Policy framework shifts, investments from private sector etc. While 2019 forecast doesnât project any major downturns, the overall feeling of many in metal fabrication is to remain cautiously optimistic.

Technology, automation, virtual design, green production and 3D printing are changing the fabrication landscape. Players are shifting towards off site fabrication due to constraints of space and labor at site and improving logistical infrastructure in the Country. New technologies such as gantry type robotic welding lines for fabrication and automation are changing the industry

Current year is expected to witness increasing trend of structural steel usage in transport infrastructure, residential and commercial buildings due to faster construction, load bearing capability and lower carbon-footprint.

Tankage market in India is highly cyclical and is currently going through a downward trend. Demand from the new refinery complexes is expected to last for the next 1-2 years, post which, only replacement and refurbishment tenders are expected. Your Company is on look out to other geographies for revenue growth in this segment.

The Company continues to maintain excellent record on Employeeâs Health and Safety, at all factory locations and project sites and received token of appreciation from its clients.

The Companyâs Management, with the support of TPL, is making sincere efforts to further improve the operations of the Company and record better performance over the impending years.

3. AWARDS, RECOGNITION AND ACHIEVEMENTS

- Received token of appreciation from IOCL for best safety practices.

- Received token of appreciation from Runaya Resource LLP, Jharsuguda for best safety practices.

- Received the Certificate for mechanical completion for construction of ATF Tanks at MAFFFL

4. CHANGE IN THE NATURE OF BUSINESS

The basic nature of the business of the Company i.e., construction of storage tanks and associated works, manufacturing of process plant equipment, fabrication of structures etc., remains the same and there was no change in the nature of business of the Company during the year under review.

5. CREDIT RATING

M/s. India Rating and Research Private Limited (Ind-Ra) has assigned a long term issuer rating of âIND AA-â. The Outlook is stable. The instrument-wise rating is as follows:

- âIND AA-/Stable/IND A1 â for the fund based working capital facilities.

- âIND AA-/Stable/IND A1 â for the non-fund based working capital facilities.

- âIND AA-/Stableâ for the Term Loan.

6. DIVIDEND

Considering the financial position of the Company, the Board of Directors have not recommended dividend for the year 2018-19. Further, as the members are aware, pursuant to the revised terms of the loan (interest free for 20 years) given by the holding Company i.e., Tata Projects Limited (TPL), your Company is not permitted to declare dividend to the equity Shareholders (including the holding Company/ promoter) until the re-payment of loan to TPL.

7. TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to General Reserve for the year ended 31^st March 2019.

8. BORROWINGS

The borrowings of the Company i.e. long-term loans and working capital facilities from Banks stood at Rs. 2971 Lakhs as at 31^st March 2019.

9. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in the prescribed form MGT 9 as required under section 92(3) of the Act is enclosed as Annexure 1.

10. NUMBER OF BOARD MEETINGS

During the financial year, the Board met Six (6) times i.e., on 26^th April 2018, 18^th July 2018, 25^th October 2018, 8^th January 2019, 1^st February 2019 and 15^th March 2019. The gap between any two consecutive Board Meetings did not exceed One Hundred and Twenty days.

11. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Nalin M. Shah as Chairman, Mr. Michael Bastian, Mr. Pralhad Pawar and Ms. Leja Hattiangadi as members. The composition of the Committee is as per the requirements of the provisions of Section 177 of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance and internal financial controls.

During the financial year, the Audit Committee met Six (6) times i.e., on 26^th April 2018, 18^th July 2018, 25^th October 2018, 8^th January 2019, 1^st February 2019 and 15^th March 2019.

12. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) comprises of Mr. Michael Bastian as Chairman, Mr. Vinayak K. Deshpande and Mr. Nalin M. Shah as members. The composition of the Committee is as per the requirements of the provisions of Section 178 of the Act and the Listing Regulations.

During the financial year, the NRC met Five (5) times i.e., on 26^th April 2018, 25^th June 2018, 25^th October 2018, 1^st February 2019, 15^th March 2019.

13. STAKEHOLDERSâ RELATIONSHIP COMMITTEE

The Stakeholdersâ Relationship Committee (SRC) comprises of Mr. Michael Bastian as Chairman, Mr. Pralhad Pawar and Ms. Leja Hattiangadi as members. The composition of the Committee is as per the requirements of the provisions of Section 178 of the Act and the Listing Regulations.

During the financial year, the SRC met four (4) times i.e., on 26^th April 2018, 17^th July 2018, 25^th October 2018, and 1^st February 2019.

14. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility (CSR) Committee, comprises of Ms. Leja Hattiangadi, as Chairperson, Mr. Vinayak K. Deshpande and Mr. Pralhad Pawar, as members. The composition of the Committee is as per the requirements of the provisions of Section 135 of the Act and the Listing Regulations.

During the financial year, the CSR Committee met once (1) i.e., on 15^th March 2019.

In compliance with the policy adopted by the Board, an amount of Rs. 8.50 Lakhs, being 2% of the average net profit for the preceding 3 financial years was transferred to the Tata Projects Community Development Trust (TPCDT) towards CSR expenditure of the Company for the FY 2018-19.

The CSR policy and details of spending in the format as per the provision of the Act and listing Regulations is enclosed as Annexure 2.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material change and/ or commitments affecting the financial position of the Company, occurred between the end of the financial year of the Company to which the financial statements relate i.e. 31^st March 2019 and the date of the report i.e., 8^th May 2019.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted adequate internal financial controls, commensurate with the size and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations was observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies which are in line with the Indian Accounting Standards (Ind-AS) and the Act. These are in accordance with the generally accepted accounting principles in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee. The Companyâs internal audit system is geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Companyâs policies, identifying areas of improvement, evaluating the reliability of financial statements, ensuring compliances with applicable laws and Regulations and safeguarding of assets from unauthorized use. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by the Management and the relevant Board and Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the year 2018-19.

17. DIRECTORSâ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board believes that the Companyâs internal financial controls were adequate and effective during the year ended 31^st March 2019. Accordingly, pursuant to Section 134(5) of the Act, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures there from;

- They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at 31^st March 2019 and of the profit of the Company for the year ended on that date;

- They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

- They have prepared the annual accounts on a going concern basis;

- They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended 31^st March 2019; and

- Proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31^st March 2019.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Cessation of Directors

During the year under review, there was no cessation/ resignation/ removal of any Director of the Company.

b) Directors retiring by rotation

As per the provisions of the Act and the Articles of Association of the Company, Mr. Pralhad Pawar, Director, retires by rotation and being eligible, offers himself for re-appointment. The proposal for re-appointment of Mr. Pralhad Pawar is being placed at the AGM along with the necessary details.

c) Changes in Directorship / Committee position

During the year under review, there was no change in the designation/ terms of Directorship/ Committee position of any of the Directors of the Company.

d) Re-appointment of Director

i. Mr. Nalin M. Shah was appointed as an Independent Director of the Company with effect from 8^th August 2014, to hold office for five consecutive years i.e., up to 7^th August 2019.

ii. Ms. Leja Hattiangadi was appointed as an Independent Director of the Company with effect from 12^th March 2015, to hold office for five consecutive years i.e., up to 11^th March 2020.

The re-appointment of Independent Directors require approval of the Shareholders, and the next AGM of the Company would happen only after their existing term expires. Therefore, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the proposal for re-appointment of Mr. Nalin M. Shah and Ms. Leja Hattiangadi is being placed at the 40^th AGM along with the necessary details.

e) Changes in the Key Managerial Personnel

During the year under review, there were no changes in KMPs of the Company.

f) Declaration by Independent Directors

As per the requirement of Section 149 (7) of the Act, Mr. Michael Bastian, Mr. Nalin M. Shah, and Ms. Leja Hattiangadi, the Independent Directors of the Company have submitted their respective declarations that they fulfil the criteria of independence under Section 149 of the Act, read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has neither given any loans or guarantee, nor provided any security in connection with any loan to any Body Corporate or person, nor has it acquired by subscription, purchase or otherwise, the securities of any Body Corporate as provided under Section 186 of the Act.

20. remuneration policy

Based on the recommendations of the NRC, the Board of Directors approved and adopted a Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company as required under Section 178(3) of the Act. The Company has adopted Governance Guidelines which inter alia covers the composition and role of the Board, Board Appointment, Induction and Development, Directorâs Remuneration, Code of Conduct, Board Effectiveness Review and mandates of the Board Committees. The Remuneration Policy is placed on the website of the Company www.artson.net for reference and enclosed as Annexure 3.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts/ arrangements/ transactions entered by the Company during the year under review with related parties were in the ordinary course of business and at armâs length basis. The Particulars of such contracts or arrangements with related parties, pursuant to the provisions of Section 134(3)(h) and Rule 8 of the Companies (Accounts) Rules, 2014, in the prescribed form AOC-2 is enclosed as Annexure 4.

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

Particulars as prescribed under Section 134(3)(m) of the Act pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo is enclosed as Annexure 5.

23. RISK MANAGEMENT POLICY

The Company has adopted measures for Risk Management and Mitigation thereof. A formal Risk reporting system has been devised by the Company. Project Review Committee has been constituted comprising of Directors and senior officials of the Company to review, assess and mitigate the risks, conversion of risk into opportunities, problems/ irregularities related to implementation and execution of projects (including project delay, change in scope and estimation errors) and implementation of checks and balances for proper execution of future work. The key risk management and mitigation practices include those relating to identification of key risks associated with the business objectives, impact assessment, risk evaluation and reporting.

24. ANNUAL EVALUATION

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.

The following process was adopted for Board evaluation:

i) Feedback was sought from each Director about their views on the performance of the Board covering various criteria such as degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Feedback was also taken from every Director on his assessment of the performance of each of the other Directors.

ii) The feedback received from all the Directors was discussed at the Meeting of Independent Directors and the NRC. The performance of the Non-Independent Non-Executive Directors and Board Chairman was also reviewed by them.

iii) The collective feedback on the performance of the Board (as a whole) was discussed by the Chairman of the NRC with the Chairman of the Board. It was also presented to the Board.

iv) Assessment of performance of every statutorily mandated Committee of the Board was conducted and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings.

v) During the year under review, the recommendations made in the previous year were satisfactorily implemented.

25. PARTICULARS OF SUBSIDIARY COMPANIES OR JOINT VENTURES OR ASSOCIATE COMPANY

The Company neither has any joint venture with nor does it have any associate or subsidiary Company as defined under various provisions of the Act.

26. PARTICULARS OF DEPOSITS

During the year under review, the Company has neither accepted any deposit covered under Chapter V of the Act nor has it contravened the compliance requirements of Chapter V of the Act.

27. PARTICULARS OF SIGNIFICANT/ MATERIAL ORDERS PASSED, IF ANY

During the year under review, there were no significant and/ or material orders passed by any Regulator/ Court/ Tribunal which could impact the going concern status of the Company and its operations in future.

28. AUDITORS

a) Statutory Auditors

Pursuant to the provisions of Sections 139, 142 and other applicable provisions of the Act read with Rules made thereunder, the Shareholders at the 38^th Annual General Meeting (AGM) of the Company held on 21^st September 2017, approved the appointment of M/s. Price Waterhouse & Co Chartered Accountants LLP, (PwC) (Firm Registration Number - 304026E/E-300009) as the Statutory Auditors of the Company to hold office for a period of 5 years commencing from the conclusion of the 38^th AGM till the conclusion of the 43^rd AGM to be held in the year 2022. The re-appointment of PwC will be reviewed based on the order of Securities Appellate Tribunal (SAT).

The Auditorsâ Report issued by PwC for the financial year 2018-19 does not contain any qualification, reservations, adverse remark or disclaimer.

b) Internal Auditors

In terms of the provisions of Section 139 of the Act and based on the recommendation of Audit Committee, the Board of Directors at their Meeting held on 8^th May 2019 re-appointed M/s. Ernst & Young LLP (EY) (AAB-4343) as the Internal Auditors of the Company. EY confirmed their willingness to be re-appointed as the Internal Auditors of the Company. Further, the Audit Committee in consultation with Internal Auditors, formulated the scope, functioning, periodicity and methodology for conducting the internal audit.

c) Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014, and based on the recommendation of the Audit Committee, the Board of Directors at their Meeting held 8^th May 2019 re-appointed M/s. Sagar and Associates, Cost Accountants (Firm Registration No. 000118), as the Cost Auditors for the financial year 2019-20 to conduct the audit of Steel Products of the Company. The necessary consent letter and certificate of eligibility was received from M/s. Sagar & Associates, confirming their eligibility to be re-appointed as the Cost Auditors of the Company.

A resolution seeking ratification of remuneration payable to M/s. Sagar and Associates, Cost Accountants (Firm Registration No. 000118) to conduct the audit of Steel Products of the Company for the financial year 2019-20 has been included in the notice convening 40^th AGM of the Company.

d) Secretarial Auditors

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors at their Meeting held on 2^nd May 2017 appointed M/s. MKS & Associates, Company Secretaries (Firm Registration No. S2017TL460500) as the Secretarial Auditors for the financial year 2018-19. The Secretarial Audit Report for the financial year 2018-19 in the prescribed form MR-3 on the audit carried out by the said Auditor is enclosed to this Report as Annexure 6.

Further, based on the recommendation of the Audit Committee, the Board of Directors at their Meeting held on 8^th May 2019 re- appointed M/s. MKS & Associates, Company Secretaries (Firm Registration No. S2017TL460500) as the Secretarial Auditors of the Company for the financial year 2019-20. The necessary consent letter and certificate of eligibility was received from M/s. MKS & Associates, Company Secretaries, confirming their eligibility to be reappointed as the Secretarial Auditors of the Company.

29. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has also constituted a Committee for Prevention of Sexual Harassment at work place. No complaints were received under the said policy during the year under review.

30. PARTICULARS OF EMPLOYEES

During the year under review, no employee in the Company drew remuneration in excess of the amounts prescribed under Section 197(12) of the Act, read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further the information pursuant to Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is enclosed as Annexure 7.

31. SHARE CAPITAL

The authorised share capital of the Company is Rs. 17,00,00,000/- comprising of 15,00,00,000 equity shares of Rs. 1/- and 2,00,000 preference shares of Rs. 100/- each. Further, the paid-up equity share capital of the Company is Rs. 3,69,20,000/divided into 3,69,20,000 equity shares of Rs. 1/- each. During the year under review, there was no change in the capital structure of the Company. Disclosure under Section 67(3)(c) of the Act in respect of voting rights not exercised directly by the employees of the Company is not applicable.

32. ISSUE OF SHARES

During the year under review, the Company has not:

i) Issued any shares with differential voting rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014;

ii) Issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014;

iii) Implemented any Employee Stock Option Scheme for its employees.

33. PURCHASE OF SHARES OF THE COMPANY

During the period under review, the Company has not given any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of purchase or subscription for any shares of the Company or its Holding Company pursuant to Section 67(2) of the Act.

34. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to report to the Management, the instances of unethical behaviour, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy. Under the policy, the employees can approach the Companyâs Ethics Counsellor/ Chairman of the Audit Committee for reporting.

35. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and 46 (2) and para C, D and E of Schedule V are not applicable to the Company because, neither the paid-up share capital exceeds Rs. 10 Crore nor the net-worth exceeds Rs. 25 Crore as on the last day of previous financial year i.e. 31^st March 2019.

Accordingly, for the year under review, the reports stating compliance with the Code of Corporate Governance and the Management Discussion and Analysis have not been annexed to this report.

36. ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for the unrelenting support received during the year from the Shareholders, Tata Projects Limited (Holding Company), customers - both in India and abroad, suppliers and vendors, Banks, and other Government and Regulatory authorities, Financing and lending institutions. The Board wishes to record its deep appreciation to all the employees and workers of the Company for their dedication and commitment.

Registered Office By Order of the Board

2^nd Floor, One Boulevard, Lake Boulevard Road, For Artson Engineering Limited

Hiranandani Business Park, Powai, Mumbai, Maharashtra - 400076

Email: [email protected]; Website: www.artson.net

Vinayak K. Deshpande

Date: 8^th May 2019 Chairman

Place: Mumbai DIN: 00036827

Mar 31, 2018

BOARDâS REPORT

To the Members,

The Board presents the 39^th Annual Report of Arts on Engineering Limited (the Company or AEL) along with the audited financial statements for the year ended 31^st March, 2018.

1. FINANCIAL RESULTS

PARTICULARS	Amount (Rs. in Lakhs)
PARTICULARS	2017-18	2016-17
Gross Turnover (including Other Income)	14172.22	11095.06
Profit before Interest and Depreciation (EBIDTA)	1187.98	1062.35
Finance Charges	543.53	403.47
Depreciation and Amortization	100.66	90.52
Total Expenditure	13628.43	10526.70
Net Profit Before Tax (PBT)	543.79	568.36
Less: Tax expense	(412.98)	(2148.97)
Net Profit After Tax (PAT)	130.81	2717.33
Other Comprehensive Income	3.14	0.64
Total Comprehensive income	133.95	2717.97
Balance of Profit brought forward	230.84	(6592.21)
Balance available for appropriation	214.67	230.84
Surplus carried to Balance Sheet	214.67	230.84

2. COMPANYâS PERFORMANCE

The Companyâs total income for the year under review aggregated to Rs, 14172 Lakhs (Previous Year: Rs, 11095 Lakhs). The operations of the Company for the year under review resulted in profit before tax of Rs, 544 Lakhs (Previous Year: Rs, 568 Lakhs) and profit after tax of Rs, 131 Lakhs (Previous Year: Rs, 2718 the Lakhs, which included deferred tax asset of Rs, 2165 Lakhs).

During the year under review, the Company achieved major progress related to construction of tank farm and civil/ mechanical work for connector pipelines project at domestic airport, Mumbai. Construction of 1 tank out of 4 nos. of large diameter (79 Mtrs.) tanks for storage of crude oil at IOCL, Paradip is completed.

In addition to above, contracts related to piping packages at APGENCO Krishnapatnam and NTPC Ramagundam are under execution. Successful completion of these projects will enable the Company a better pre-qualification eligibility to pursue more projects of similar nature.

The Company is also executing orders for supply of approx. 1000 MT of fabricated steel structures to FL Smidth from Nagpur facility and approx. 200 MT of process equipment orders are completed for various chemical and process industries from Nashik facility.

The Company commenced the year with an order backlog of about Rs, 15000 Lakhs. During the year under review, the Company received new orders with estimated value of about Rs, 13400 Lakhs and thus, the orders available for execution aggregated approx. Rs, 28400 Lakhs. The closing order backlog of the Company for the year ended 31^stMarch, 2018 stood at approx. Rs, 15200 Lakhs.

Major orders received

- Rs, 738 Lakhs work order from M/s ISGEC Heavy Engineering Limited for fabrication and erection of CHP structure at Krishnapatnam.

- Rs, 470 Lakhs Order from M/s FL Smidth Ltd. for fabrication and supply of building structures.

- Orders worth Rs, 12850 Lakhs from the Holding Company, i.e., Tata Projects Limited (TPL) for fabrication and supply of structures and site works for piping, tankages, equipment erection for their various projects in India and abroad.

- Orders worth approx. Rs, 450 Lakhs from M/s UPL Limited; M/s Indian Oil Corporation Limited and M/s Hindalco Industries Limited.

Large demand for structural fabrication is about to begin in India. Structural steel fabrication and manufacturing is expected to witness strong growth in India for the next 10 years. With recent positive political and economic developments, and âMake in Indiaâ initiative, India is poised to take Lionâs share of Global investment and anticipated to achieve high GDP growth rates in the coming years. The Management is pursuing mechanization of manufacturing facilities to cater to market requirements. The Management is also focusing on building capabilities to become an equipment builder, integrator and end to end solution provider to Indian industry.

In spite of an optimistic future outlook, the rising input cost of raw steel, uncertain delivery schedule from steel manufacturers and pressure on working capital are major risks to business pursued by the Company. In the near future, the Company foresees good business opportunities in tank construction and more structural fabrication orders from the market.

The Company has focused on recruitment and re-skilling of execution team to address the delivery of various projects to be executed and is confident of completing the projects within the scheduled time and thus achieving growth in the near future.

The Management is also focusing on liquidating the matters pertaining to refunds from the statutory authorities and efforts have resulted in the receipt of certain refunds from the various authorities such as Income Tax and VAT. The Management is optimistic on receipt of substantial refunds during the year 2018-19.

The Company has maintained excellent record for safety at all factory locations and project sites and received token of appreciation from its clients.

The Companyâs Management, with the support of TPL, is putting arduous efforts to further improve the operations of the Company and record better performance over the impending years.

3. AWARDS, RECOGNITION AND ACHIEVEMENTS

- Received a token of appreciation from IOCL for best safety practices.

- Best safety performance award from TPL for the Ramagundam Project site.

4. CHANGE IN THE NATURE OF BUSINESS

The basic nature of the business of the Company remains the same and there was no change in the nature of business of the Company during the year under review.

5. CREDIT RATING

During the year under review, M/s. India Rating and Research Private Limited upgraded the credit rating of the Company to:

- âIND AA(SO)/Stable/IND A1 (SO)â for the fund based working capital facilities.

- âIND AA(SO)/Stable/INDA1 (SO)â for the non-fund based working capital facilities.

- âIND AA(SO)/Stableâ for the Term Loan.

6. DIVIDEND

Considering the financial position of the Company, the Board of Directors have not recommended dividend for the year 2017-18. Further, as the members are aware, pursuant to the revised terms of the loan (interest free for 20 years) given by the Holding Company i.e., Tata Projects Limited (TPL), your Company is not permitted to declare dividend to the equity shareholders (including the Holding Company/ promoter) until the re-payment of loan to TPL.

7. TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to General Reserve for the year ended 31^st March, 2018.

8. BORROWINGS

The borrowings of the Company i.e. long-term loans and working capital facilities from Banks stood at '' 2564 Lakhs as at 31^st March, 2018.

9. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in the prescribed form MGT 9 as required under section 92(3) of the Act is enclosed as Annexure 1.

10. NUMBER OF BOARD MEETINGS

During the financial year, the Board met five(s) times i.e., on 2^nd May, 2017, 18^th July, 2017, 24^th October, 2017, 23^rd January, 2018 and 9^th March, 2018. The gap between any two consecutive Board meetings did not exceed one hundred and twenty days.

11. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Nalin Shah as Chairman, Mr. Michael Bastian, Mr. Pralhad Pawar and Ms. Leja Hattiangadi as members. The composition of the Committee is as per the requirements of the provisions of Section 177 of the Act and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance and internal financial controls.

During the financial year, the Audit Committee met seven (7) times i.e., on 2^nd May, 2017, 18^th July, 2017, 21^stSeptember, 2017, 24^th October, 2017, 18^th December, 2017, 23^rd January, 2018 and 9^th March, 2018.

12. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) comprises of Mr. Michael Bastian as Chairman, Mr. Vinayak K Deshpande and Mr. Nalin Shah as members. The composition of the Committee is as per the requirements of the provisions of Section 178 of the Act and the Listing Regulations.

During the financial year, the NRC met seven (7) times i.e., on 2^nd May, 2017, 16^th June, 2017, 18^th July, 2017, 28^th August, 2017, 24^th October, 2017, 23^rd January, 2018 and 9^th March, 2018.

13. STAKEHOLDERSâ RELATIONSHIP COMMITTEE

During the financial year, the SRC met four (4) times i.e., on 2^nd May, 2017, 18^th July, 2017, 24^th October, 2017 and 23^rd January, 2018.

14. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with Section 135 of the Act and the corresponding Rules made thereunder, during the year under review, the Company constituted the Corporate Social Responsibility (CSR) Committee, comprising of Ms. Leja Hattiangadi, as Chairperson, Mr. Vinayak K Deshpande and Mr. Pralhad Pawar, as members. During the financial year, the CSR Committee met once (1) i.e., on 9^th March, 2018.

Further, pursuant to the said provisions, the CSR Committee formulated and the Board approved the CSR Policy detailing the activities to be taken and the avenues for spending CSR funds. The said policy is placed on the website of the Company i.e., www.artson.net for reference. In compliance of the policy adopted by the Board, an amount of '' 3.50 Lakhs, being 2% of the average net profit for the 3 preceding financial years was transferred to the Tata Projects Community Development Trust (TPCDT) towards CSR expenditure of the Company for the FY 2017-18.

The details pertaining to CSR Policy & Spend as per the provision of the act and listing Regulations is enclosed herein as Annexure 2.

No material change and/or commitments affecting the financial position of the Company, occurred between the end of the financial year of the Company to which the financial statements relate i.e. 31^st March, 2018 and the date of the report i.e., 26^th April, 2018.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

17. DIRECTORSâ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the year ended 31^st March, 2018. Accordingly, pursuant to Section 134(5) of the Act, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures therefrom;

- They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for the year ended on that date;

- They have prepared the annual accounts on a going concern basis;

- Proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31^st March, 2018.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Cessation of Directors

During the year under review, there was no cessation/ resignation/ removal of any Director of the Company.

b) Directors retiring by rotation

As per the provisions of the Act and the Articles of Association of the Company, Mr. Vinayak K Deshpande, Chairman of the Board, retires by rotation and being eligible, offers himself for re-appointment. The proposal for re-appointment Mr. Vinayak K Deshpande is being placed at the AGM along with the necessary details.

c) Changes in Directorship / Committee position

During the year under review, Ms. Leja Hattiangadi was appointed as the Chairperson and Mr. Vinayak K Deshpande and Mr. Pralhad Pawar were appointed as the members of the CSR Committee of the Company. Except this, there was no change in the designation/ terms of Directorship of any of the Directors of the Company.

d) Changes in the Key Managerial Personnel

- Pursuant to the provisions of Section 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendations of the NRC, the Board of Directors, appointed Mr. Balaji Sethuraman, as the CFO of the Company effective 11^th July, 2017, in place of Mr. Rajesh Mandale who ceased to be the CFO of the Company effective 6^th May, 2017.

- Pursuant to the provisions of Sections 197 and 203 of the Act, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendations of the NRC, the Board of Directors, appointed Mr. Saket Mathur, COO, as the Manager of the Company effective 1^stJanuary, 2018, in place of Mr. Nikhil Naniwadekar who ceased to be the Manager & COO of the Company effective 1^st January, 2018.

e) Declaration by Independent Directors

As per the requirement of Section 149 (7) of the Act, Mr. Michael Bastian, Mr. Nalin Shah, and Ms. Leja Hattiangadi, the Independent Directors of the Company have submitted their respective declarations that they fulfill the criteria of independence under Section 149 of the Act, read with Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has neither given any loans or guarantee, nor provided any security in connection with any loan to anybody corporate or person, nor has it acquired by subscription, purchase or otherwise, the securities of anybody corporate as provided under Section 186 of the Act.

20. REMUNERATION POLICY

Appointment, Induction and Development, Directorâs Remuneration, Code of Conduct, Board Effectiveness Review and mandates of the Board Committees. The Remuneration Policy is placed on the website of the Company www.artson.net for reference and also enclosed as Annexure 3.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

Particulars prescribed under Section 134(3)(m) of the Act pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo is enclosed as Annexure 5.

23. RISK MANAGEMENT POLICY

24. ANNUAL EVALUATION

The following process was adopted for Board evaluation:

i) Feedback was sought from each Director about their views on the performance of the Board covering various criteria such as degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Feedback was also taken from every Director on his assessment of the performance of each of the other Directors.

ii) The feedback received from all the Directors was discussed at the meeting of Independent Directors and the NRC. The performance of the Non-Independent Non-Executive Directors and Board Chairman was also reviewed by them.

iii) The collective feedback on the performance of the Board (as a whole) was discussed by the Chairman of the NRC with the Chairman of the Board. It was also presented to the Board.

iv) Assessment of performance of every statutorily mandated Committee of the Board was conducted and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

v) During the year under review, the recommendations made in the previous year were satisfactorily implemented.

25. PARTICULARS OF SUBSIDIARY COMPANIES OR JOINT VENTURES OR ASSOCIATE COMPANY

The Company neither has any joint venture with nor does it have any associate or subsidiary Company as defined under various provisions of the Act.

26. PARTICULARS OF DEPOSITS

During the year under review, the Company has neither accepted any deposit covered under Chapter V of the Act nor has it contravened the compliance requirements of Chapter V of the Act.

27. PARTICULARS OF SIGNIFICANT/ MATERIAL ORDERS PASSED, IF ANY

During the year under review, there were no significant and/ or material orders passed by any regulator/ court/ tribunal which could impact the going concern status of the Company and its operations in future.

28. AUDITORS

a) Statutory Auditors

Pursuant to the provision of Sections 139, 142 and other applicable provisions of the Act(hereinafter referred to as âthe Actâ) read with Rules made thereunder, the Shareholders at the 38^th Annual General Meeting (AGM) of the Company held on 21^st September 2017, approved the appointment of M/s. Price Waterhouse & Co. Chartered Accountants LLP, (PWC) (Firm Registration Number - 304026E/E-300009) as the Statutory Auditors of the Company to hold office for a period of 5 years commencing from the conclusion of the 38^th AGM till the conclusion of the 43^rd AGM to be held in the year 2022, subject to ratification of members at every general meeting, if required.

A resolution seeking ratification of appointment of the Statutory Auditors is placed in the notice convening 39^thAGM of the Company. The re-appointment of PWC thereafter shall be reviewed based on the order of Securities Appellate Tribunal (SAT).

The Auditorsâ Report issued by PWC for the financial year 2017-18 does not contain any qualification, reservations or adverse remark or disclaimer.

b) Internal Auditors

In terms of the provisions of Section 139 of the Act and based on the recommendation of Audit Committee, the Board of Directors at their meeting held on 26^th April, 2018 re-appointed M/s. Ernst & Young LLP (EY) (AAB-4343) as the Internal Auditors of the Company. EY confirmed their willingness to be re-appointed as the Internal Auditors of the Company. Further, the Audit Committee in consultation with Internal Auditors, formulated the scope, functioning, periodicity methodology for conducting the internal audit.

c) Cost Auditors

In terms of the provision of Section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014, and based on the recommendation of the Audit Committee, the Board of Directors at their meeting held 26^th April, 2018 re-appointed M/s. Sagar and Associates, Cost Accountants (Firm Registration No. 000118), as the Cost Auditors for the financial year 2018-19 to conduct the audit of Steel Products of the Company. The necessary consent letter and certificate of eligibility was received from M/s. Sagar & Associates, confirming their eligibility to be re-appointed as the Cost Auditors of the Company.

A resolution seeking ratification of remuneration payable to M/s. Sagar and Associates, Cost Accountants (Firm Registration No. 000118) to conduct the audit of Steel Products of the Company for the financial year 2018-19 has been included in the notice convening 39^th AGM of the Company.

d) Secretarial Auditors

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on 2^nd May, 2017 appointed M/s. MKS & Associates, Company Secretaries (Firm Registration No. S2017TL460500) as the Secretarial Auditors for the financial year 2017-18. The Secretarial Audit Report for the financial year 2017-18 in the prescribed form MR-3 on the Audit carried out by the said Auditor is enclosed to this Report as Annexure 6.

Further, based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on 26^th April, 2018 re- appointed M/s. MKS & Associates, Company Secretaries (Firm Registration No. S2017TL460500) as the Secretarial Auditors of the Company for the financial year 2018-19. The necessary consent letter and certificate of eligibility was received from M/s. MKS & Associates, Company Secretaries, confirming their eligibility to be re-appointed as the Secretarial Auditors of the Company.

29. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

30. PARTICULARS OF EMPLOYEES

31. SHARE CAPITAL

The authorized share capital of the Company is Rs, 17,00,00,000/- comprising of 15,00,00,000 equity shares of Rs, 1/- and 2,00,000 preference shares of Rs, 100/- each. Further, the paid-up equity share capital of the Company is Rs, 3,69,20,000/divided into 3,69,20,000 equity shares of Rs, 1/- each. During the year under review, there was no change in the capital structure of the Company. Disclosure under Section 67(3)(c) of the Act in respect of voting rights not exercised directly by the employees of the Company is not applicable.

32. ISSUE OF SHARES

During the year under review, the Company has not:

i) Issued any shares with differential voting rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014;

ii) Issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capitaland Debenture) Rules, 2014;

iii) Implemented any Employee Stock Option Scheme for its employees.

33. PURCHASE OF SHARES OF THE COMPANY

34. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to report to the Management, the instances of unethical behavior, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy. Under the policy, the employees can approach the Companyâs Ethics Counsellor/ Chairman of the Audit Committee for reporting.

35. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and 46 (2) and para C, D and E of Schedule V are not applicable to the Company because, neither the paid-up share capital exceeds Rupees 10 Crore nor the net-worth exceeds Rupees 25 Crore as on the last day of previous financial year i.e. 31^st March, 2018.

Accordingly, for the year under review, the reports stating compliance with the Code of Corporate Governance and the Management Discussion and Analysis have not been annexed to this report.

36. ACKNOWLEDGEMENTS

Registered Office By Order of the Board

For Artson Engineering Limited

2^nd Floor, Transocean House,

Lake Boulevard Road,

Hiranandani Business Park,

Powai, Mumbai,

Maharashtra â 400076

Email: [email protected]:

Website: www.artson.net Vinayak K Deshpande

Date : 26^th April 2018 Chairman

Place : Hyderabad DIN: 00036827

Mar 31, 2016

DIRECTORSâ REPORT

TO THE MEMBERS,

The Directors present their Thirty-Seven Annual Report along with the Audited Financial Statement for the Financial Year ended 31^st March 2016.

1. Performance of the Company

The Companyâs performance for the year is summarized below:

Financial Highlights

(Rs. Crore)

	Financial Year ended 31^st March 2016	Financial Year ended 31^st March 2015
Sales and Other Income	113.71	65.09
Profit/ (Loss) before Finance Cost, Tax, Depreciation and Exceptional Items	7.44	3.41
Profit/ (Loss) before tax	2.85	(1.99)
Profit/ (Loss) after tax	2.85	(1.99)
Profit/ (Loss) brought forward	(69.56)	(67.40)
Profit/ (Loss) available for appropriation	(66.71)	(69.56)

Operations

The Companyâs Total Income for the year under review aggregated Rs. 113.71 Crore (Previous year - Rs.65.09 Crore). The operations of the Company for the period under review resulted in a Profit after Tax of Rs.2.85 Crore (Previous year - Loss after Tax Rs.1.99 Crore).

The Company commenced the financial year with an order backlog of about Rs.51.65 Crore. During the year under review, the Company received new orders with estimated value of about Rs.128.75 Crore and thus, the orders available for execution aggregated approx. Rs.180.40 Crore. The closing order backlog for Company for year ended 31^st March 2016 stands at Rs.72.75 Cr.

During the year under review, the Company successfully completed the Tank Construction project in Gujarat, India. The project in Sharjah, UAE is nearing completion.

The Company increased the Structural Fabrication capacity by enhancing the facility at Nagpur in Q2 FY15-16 and by starting operations at Asanbani, near Jamshedpur and at Ranchi in Q3 of FY 15-16. The Company received approvals from M/s NTPC for supply of fabricated structures from Nagpur and Nashik units to power projects and have on-going supply contracts in these and as well as other sectorsâ projects.

Effect of the above resulted in the Companyâs Turnover for the Financial Year 15-16 to be close to expected levels and a growth of over 75% in Revenue and a positive Net Profit of 2.85 Cr (243%).

In the year 15-16, Company dispatched 10972 MT of Fabricated Steel Structures to various project. sites from its facilities at Nagpur, Asanbani (Jamshedpur), Nashik and Ranchi

The Company had mobilized the Sharjah project site at the end of FY14-15. During FY15-16, the Company has achieved substantial completion of the 30 out of 31 Chemical Storage tanks and is poised to complete the scope in Q1 FY16-17.

The Company management put extra focus on liquidating the matters pertaining old claims under arbitration. The efforts have resulted in Company receiving a favorable order from Mumbai High Court settling the claim of Rs.2.41 Cr, along with interest from M/s IOCL.

However, the expected order intake in United Arab Emirates (UAE) and Sales turn-over could not be realized due to softness in Global Oil Industry and hence deferred investment decisions by prospective clients. Also, Companyâs Equipment Manufacturing segment experienced negative growth and pressure on margins.

The Company started pursuing the opportunities in Tank Construction and Maintenance projects in India, during this year and have been qualified for few tenders in this segment.

The Company has maintained impeccable record for Safety at all factory locations and project sites. The Company received appreciation from Customers on this account.

The Companyâs Management along with that of Tata Projects Limited, is making arduous efforts to revive the Company and record a better performance over the years to come.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and Financial Reconstruction

The Companyâs Miscellaneous Applications (MA) with the Board for Industrial and Financial Reconstruction (BIFR), containing, amongst others, a proposal for modification of the sanctioned scheme, by converting the total outstanding loan, availed from Tata Projects Limited (TPL), the Holding Company, aggregating Rs.44.18 Crore (including interest up to 31^st March 2013) into 44,18,22,878 4 % Optionally Convertible Cumulative Redeemable Preference Shares of '' 1/- each to be allotted to TPL on preferential allotment basis and also extension of the rehabilitation period, is still pending with the BIFR. No hearings were granted by the BIFR and hence the Company preferred to file a Writ Petition seeking intervention of the Honâble Delhi High Court. The Honâble High Court disposed off the said Writ Petition with the directions to the BIFR to grant hearing and dispose off all the pending MA in a time-bound manner. In response to this, the BIFR has conveyed that no hearings could be granted as there is no quorum in the Bench. It is expected that soon the Bench will be re-constituted and hearings will be granted.

3. Borrowings

As mentioned above, the Miscellaneous Application pertaining to financial restructuring proposal is pending consideration by the BIFR. Accordingly, the Company was not required to repay the balance installments of term-loan as well as the outstanding inter-corporate deposits availed from Tata Projects Limited (TPL). At the hearings granted by the BIFR from time to time, TPL and Bank of India (the Monitoring Agency) have informed BIFR about their approval for the modifications proposed in the Miscellaneous Applications.

4. Short Term loan from Tata Capital Financial Services Limited and Working Capital Facilities

The Company has borrowed a short term loan aggregating Rs.25 Crore (Working Capital Demand Loan: Rs.5 Crore and Short term loan: Rs.20 Crore) from Tata Capital Financial Services Limited.

The Company has also availed working capital facilities from Corporation Bank which aggregate to Rs.6 Crore (Fund Based facilities limit of Rs.1 Crore and Non-Fund Based facilities limit of Rs.5 Crore)

5. Extract of the Annual Return

An extract of the Annual Return as provided under Section 92 (3) of the Companies Act, 2013 is annexed to this Report and forms part if this Report.

6. Number of meetings of the Board of Directors

6 (.Six) Board Meetings were held during the period under review. The dates of these Board Meetings are 4^th May 2015, 24^th July 2015, 10^th August 2015, 21^st October 2015, 19^th January 2016 and 18^th March 2016.

7. Directorsâ Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the year ended 31^st March, 2016. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures there from;

ii. they have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and of the profit of the Company for the year ended on that date;

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

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended 31^st March, 2016; and

vi. proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31^st March, 2016.

8. Directors and Key Managerial Personnel

Mr. A. K. Misra, a non-executive director and nominee of Tata Projects Limited resigned as a Director of the Company effective 5^th May 2015. The Board has placed on record its appreciation of the significant role played by Mr. Misra during his tenure as a Director.

Ms. Leja Hattiangadi, who was appointed as an Additional Director (Non-Executive and Independent) on 12^th March 2015 and held office till the 36^th Annual General Meeting, was appointed at the Annual General Meeting held on 10^th August 2015 as an Independent Director of the Company.

The Board for Industrial and Financial Reconstructions (BIFR) has, vide its Discharge Order (F.No. 16(4) / G-71/2009/BIFR/SD dated) 4^th September 2015 advised the Company that with effect from 20 August 2014, Mr. Shashikant Oak had ceased to be the Special Director. Further, pursuant to the Appointment Order (F.No.16(4)/02/2011/BIFR/SD.Apptt.) dated 20^th October 2015 passed by the BIFR, Mr. Mukesh Mohan Gupta has been appointed as the Special Director of the Company.

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vinayak Deshpande retires by rotation and being eligible, offers himself for re-appointment.

There has been no change in the composition of the Board of Directors except as mentioned above.

During the year under review, Ms. Anuja Bhate had resigned as the Company Secretary of the Company. Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and upon the recommendation of Nomination and Remuneration Committee, Ms. Rajeshree Gaikwad was appointed as the Company Secretary of the Company with Effect from 21^st October 2015. No other Key Managerial Personnel has been appointed or has tendered resignation during the Financial Year 2014-15.

The Company has filed a Miscellaneous Application (No. 536/ 2013 dated 16^th October 2013) [âMAâ] with the Board for Industrial and Financial Reconstruction (BIFR), seeking amongst others, the exemption from the mandatory requirement pursuant to Section 269 of the Companies Act, 1956 or any such provision under the Companies Act, 2013 regarding the appointment of Managing Director/ Whole Time Director / Manager until the period of rehabilitation of the Scheme. The said MA is pending consideration by the BIFR. In view thereof, the Company has not appointed Managing Director/ Whole Time Director / Manager.

9. Declaration given by Independent Directors

As per the requirement of Section 149 (7) of the Companies Act, 2013, Mr. Nalin Shah, Mr. Michael Bastian and Ms. Leja Hattiangadi, Independent Directors have given their respective declarations that they meet the criteria of independence as specified under Section 149 (6) of the Act.

10. Particulars of Loans, guarantees or investments

The Company has neither given any loans or guarantee nor provided any security in connection with the loan to any body corporate or person nor has it acquired by subscription, purchase or otherwise, the securities of any body corporate as provided under Section 186 of the Companies Act, 2013.

11. Remuneration Policy

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors has approved and adopted a Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company as required under Section 178 (3) of the Companies Act, 2013. The Company has adopted Governance Guidelines which inter-alia covers the composition and role of the Board, Board Appointment, Induction & Development, Director Remuneration, Code of Conduct, Board Effectiveness Review and mandates of the Board Committees. The Remuneration Policy is annexed to this Report and forms part of this Report.

12. Particulars of contracts or arrangements with related parties

All contracts/ arrangements/ transactions entered by the Company during the financial year under review with related parties were in the ordinary course of business and on armâs length basis. Particulars of contracts or arrangements with related parties in form No. AOC- 2 as required pursuant to the provisions of Section 134(3)(h) and Rule 8 of the Companies (Accounts), Rules, 2014 is annexed to this Report and forms part of this Report.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgoings

Particulars prescribed under Section 134(3)(m) of the Companies Act, 2013 are given in an Annexure to this Report and forms part of this Report.

14. Risk Management Policy

The Company has adopted a Risk Management and Mitigations Policy. A formal Risk reporting system has been devised by the Company. Risk Management Committee has also been constituted comprising of Director and senior officials of the Company.

The key risk management and mitigation practices include those relating to identification of key risks to the business objectives, impact assessment, risk evaluation and reporting. Board of Directors, Audit Committee and Risk Management Committee at its periodic meetings review the matters related to risk management and mitigation.

15. Annual Evaluation

The performance of Board of Directors and the committees constituted by the Board and the individual directors has been evaluated during the Financial Year ended 31^st March 2016.

16. Particulars of Subsidiary companies or Joint ventures or associate company

The Company does not have any joint venture with any person or an associate company as defined under Section 2 (5) of the Companies Act, 2013 (âthe Actâ) or subsidiary company as defined under Section 2 (87) of the Act.

17. Particulars of Deposits

During the year under review, the Company has neither accepted any deposits covered under Chapter V of the Companies Act, 2013 nor has it accepted deposits which are not in compliance with the requirements of Chapter V.

18. Particulars of Material Orders

During the year under review, neither any Regulator nor any Court or Tribunals has passed any significant and material Order impacting the going concern status and the Companyâs operations in future.

19. Audit Committee

The Audit Committee comprises of Mr. Nalin Shah, Mr. Michael Bastian, the Independent Directors and Mr. Pralhad Pawar,.

Mr. Nalin Shah and Mr. Michael Bastian are Chartered Accountants by profession and Mr. Pralhad Pawar is the Nominee Director of the Tata Projects Limited. The composition of the Committee is as per the provisions of Section 177 of the Companies Act, 2013. The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance and internal controls.

During the year under review, the Committee met 5 (five) times on 4^th May, 2015, 24^th July 2015, 10^th August 2015, 21^st October 2015 and 19^th January 2016.

20. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Michael Bastian, Mr. Nalin Shah, the Independent Directors and Mr. Vinayak Deshpande

Mr. Nalin Shah and Mr. Michael Bastian are Chartered Accountants by profession and Mr. Vinayak Deshpande is the Nominee Director of the Tata Projects Limited and also Chairman of Artson Engineering Limited. The composition of the Committee is as per the provisions of Section 178 of the Companies Act, 2013. Mr. Michael Bastian, Chairman of the Nomination and remuneration Committee was present at the Annual General Meeting held on 10^th August 2015.

During the year under review, 4 (four) Meetings of the Nomination and Remuneration Committee were held on 4^th May, 2015, 10^th August 2015, 19^th January 2016 and 18^th March 2016.

21. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mr. Michael Bastian, Ms. Leja Hattiangadi, the Independent Directors and Mr. Pralhad Pawar The composition of the Committee is as per the provisions of Section 178 of the Companies Act, 2013.

During the year under review, 4 (four) Meetings of the Stakeholder Relationship Committee were held on 4^th May, 2015, 24^th July 2015, 21^st October 2015 and 19^th January 2016.

22. Auditors

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a written consent and a certificate from the Statutory Auditors, under Section 139 of the Companies Act, 2013, stating that the appointment, if made will be in accordance with Rule 4 (1) of the Companies (Audit and Auditors) Rules, 2014.

23. Cost Auditors

The provisions related to Cost Audit were not applicable to the Company during the year under review.

24. Particulars of Employees

During the year under review, there were no employees in the Company who drew remuneration more than the amounts prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. Secretarial Audit Report

During the year under review, the Company had appointed M/s. P. P. Shah, Practicing Company Secretaries, Mumbai as the Secretarial Auditor for the Financial Year 2015-16. The report in form MR- 3 on the Audit carried out by the said Auditor is annexed to this Report.

26. Purchase of shares of the Company

The Company does not give any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of a purchase or subscription for any shares of the Company or its Holding company pursuant to Section 67 (2) of the Companies Act, 2013.

27. Corporate Social Responsibility Committee

The provisions of Section 135 of the Companies Act, 2013 are not presently applicable to the Company.

28. Vigil Mechanism

The Company has adopted a Whistle Blower Policy to report to the Management instances of unethical behaviours, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy. Under this policy, the employees can approach the Companyâs Ethics Counsellor/ Chairman of the Audit Committee.

29. Issue of shares with differential voting rights

The Company has not issued any shares with differential voting rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014.

30. Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014.

31. Employee Stock Option

The Company does not have any Employee Stock Option Scheme for its employees.

32. Report on Corporate Governance and Management Discussion and Analysis Report

SEBI has vide its Circular (Ref No. CIR/CFD/POLICY CELL/7/2014 dated 15^th September 2014) amongst others, made the compliance with the provisions of amended Clause 49 of the Listing Agreement, non-mandatory for time being, to those companies having paid-up equity share capital not exceeding '' 10 Crore and Net Worth not exceeding '' 25 Crore as on the last day of the previous financial year. Considering that the Companyâs paid-up equity capital was '' 3.69 Crore and the Net Worth was negative as on 31^st March 2014, compliance with the provisions of revised Clause 49 of the Listing Agreement was not mandatory to the Company.

Pursuant to the Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliance with the corporate governance provisions as specified in regulations 17 to 27 and 46 (2) and para C, D and E of Schedule V are not applicable to the Company since its paid up share capital does not exceed Rupees 10 Crore and the Net Worth does not exceed Rupees 25 Crore as on the last day of previous financial year i.e. 31^st March 2015.

Accordingly, for the year under review, the reports stating compliance with the Code of Corporate Governance and the Management Discussion and Analysis have not been annexed to this Report.

33. Acknowledgements

The Directors wish to place on record their sincere appreciation for the unrelenting support received during the year from the Shareholders, Tata Projects Limited, customers - both in India and abroad, suppliers and vendors, Banks, the Board for Industrial and Financial Reconstruction (BIFR), the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) and other Government and Regulatory authorities, Financing and lending institutions. The Board wishes to record its deep appreciation to all the employees and workers of the Company for their dedication and commitment.

For and on behalf of the Board of Directors

VINAYAK DESHPANDE

Mumbai, 22 April 2016 Chairman

Mar 31, 2015

DEAR MEMBERS,

The Directors present their Thirty-Sixth Annual Report along with the Audited Financial Statement for the Financial Year ended 31st March 2015.

1. Performance of the Company

The Company's performance for the year is summarised below:

Financial Highlights

(Rs. Crore) Financial Financial Year ended Year ended 31st March 31st March 2015 2014

Sales and Other Income 65.09 79.61

Profit/ (Loss) before Finance Cost, Tax, 3.41 (1.84)

Depreciation and Exceptional Items

Profit/ (Loss) before tax (1.99) (8.33)

Profit/ (Loss) after tax (1.99) (8.33)

Profit/ (Loss) brought forward (67.40) (59.07)

Profit/ (Loss) available for appropriation (69.56) (67.40)

Operations

The Company's Total Income for the year under review aggregated Rs. 65.09 Crore (Previous year - Rs. 79.61 Crore). The operations of the Company for the year under review resulted in a Loss after Tax of Rs. 1.99 Crore (Previous year - Loss after Tax Rs. 8.33 Crore).

The Company commenced the financial year with an order backlog of about Rs. 56 Crore. During the year under review, the Company received new orders with estimated value of about Rs. 60 Crore and thus, the orders available for execution aggregated approx. Rs. 116 Crore.

During the year under review, the Company successfully restarted its operations in United Arab Emirates (UAE) and commenced the execution of the works entailing fabrication, erection and painting of tanks and pipe rack along with exports of fabricated items and fabrication and storage of chemical tanks at Sharjah, UAE.

In respect of the tankage order being undertaken at Gujarat, the Company has nearly completed civil works and shortly, it will commence the execution of mechanical portion of the order.

In addition to the execution of the order pertaining to manufacture of buffer vessels, Nashik factory was also occupied with the execution of crude tank pre-fabrication and piping spooling and it is presently under final stage of completion.

Majority of the orders which are being executed in Sharjah, UAE, were awarded only in the 3rd quarter of the Financial Year ended 31st March 2015. Although the Company could complete the order pertaining to design, engineering, manufacturing, supply, testing and commissioning of buffer vessels, it could not garner similar such orders due to lack of activity in the market. Demand at Gamharia (Jamshedpur) slowed after KPO related fabrication dispatches. During the year under review, the Company has also completed major portion of the order entailing fabrication and supply of structurals at the Company's manufacturing facility at Nagpur. The Company intends to undertake Nagpur yard development activity.

Cumulative effect of the above has resulted in the Company's Turnover for the Financial Year 2014-15 falling below expectations.

The Company's Nashik factory has started manufacturing bottling plant and machinery for overseas and domestic markets. With renewal of the existing certifications and new certifications of American Society of Mechanical Engineers (ASME), the Company is hopeful of booking new orders for manufacturing pressure vessels. As a matter of fact, the Company is the first pressure vessel manufacturing unit in the Nashik industrial area. It has obtained ISO 9001-2008 certification for manufacturing & supply of Engineering, Procurement, Construction of Oil & Gas Process & Storage System, structure for power & steel plant, including various types of process industries.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and Financial Reconstruction

The Company's Miscellaneous Application (MA) with the Board for Industrial and Financial Reconstruction (BIFR), containing a proposal for modification of the Sanctioned Scheme, by converting the total outstanding loan, availed from Tata Projects Limited (TPL), the Holding Company, aggregating Rs. 44.18 Crore (including interest upto 31st March 2013) into 44,18,22,878 4 % Optionally Convertible Cumulative Redeemable Preference Shares of Rs. 1/- each to be allotted to TPL on preferential allotment basis and also extension of the rehabilitation period, is still pending with the BIFR.

During the year under review, the Company had also filed one more MA with the BIFR seeking certain reliefs and concessions from the Income Tax Department which are perceived to be in the interest of the Company.

3. Borrowings

As mentioned above, the Miscellaneous Application pertaining to financial restructuring proposal is pending consideration by the BIFR. Accordingly, the Company was not required to repay the balance installments of term-loan as well as the outstanding Inter-Corporate Deposits availed from Tata Projects Limited (TPL). At the hearings granted by the BIFR from time to time, TPL and Bank of India (the Monitoring Agency) have informed the BIFR about their approval for the modifications proposed in the Miscellaneous Applications.

4. Short- term loan from Tata Capital Financial Services Limited

During the Financial Year under review, the Company has borrowed a short term loan aggregating Rs. 21 Crore (Working Capital Demand Loan: Rs. 1 Crore and Short term loan: Rs. 20 Crore) from Tata Capital Financial Services Limited. The Company has also retired the Corporation Bank loan of Rs. 20 Crore.

5. Extract of the Annual Return

An extract of the Annual Return as provided under Section 92 (3) of the Companies Act, 2013 is annexed to this Report and forms part of this Report.

6. Number of meetings of the Board of Directors

6 (six) Board Meetings were held during the year under review. The dates of these Board Meetings are 14th May 2014, 19th July 2014, 17th October 2014, 19th November 2014, 16th January 2015 and 12th March 2015.

7. Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the Financial Year 2014-15.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there was no material departures from them;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

d. the Directors had prepared the annual accounts on a going concern basis;

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

f. 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.

8. Directors and Key Managerial Personnel

Based on the recommendations of the Nomination and Remuneration Committee, Ms. Leja Hattiangadi was appointed as an Additional Director (Non-Executive and Independent) effective 12th March 2015. The Board has formed an opinion that Ms. Leja Hattiangadi possesses the requisite skills and knowledge and it would be in the interest of the Company to appoint Ms. Leja Hattiangadi as an Independent Director of the Company.

Pursuant to Section 161 of the Companies Act, 2013, Ms. Leja Hattiangadi holds office as Additional Director, upto the ensuing Annual General Meeting, but is eligible for re-appointment. The Company has received notice in writing from a member proposing the candidature of Ms. Leja Hattiangadi for the office of Director. Accordingly, proposal for appointment of Ms. Leja Hattiangadi as Director is being placed before the shareholders for their approval at the ensuing Annual General Meeting.

Pursuant to Section 149 of the Companies Act, 2013, the Board has, subject to the approval of the Members at the ensuing Annual General Meeting, approved the appointment of Ms. Leja Hattiangadi, as an Independent Director on the Board of the Company for a term of 5 consecutive years effective from 12th March 2015.

Ms. Hattiangadi satisfies the criteria for independence laid down in the Companies Act, 2013 and accordingly, the Board recommends the proposal for appointment of Ms. Leja Hattiangadi as an Independent Director for approval by the shareholders at the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pralhad Pawar retires by rotation and being eligible, offers himself for re-appointment.

Mr. A. K. Misra, a non-executive Director and nominee of Tata Projects Limited resigned as a Director of the Company effective 5th May 2015. The Board has placed on record its appreciation of the significant role played by Mr. Misra during his tenure as a Director.

There has been no change in the composition of the Board of Directors except the induction of Ms. Leja Hattiangadi as an Additional Director (Non-Executive and Independent) and cessation of Mr. A. K. Misra as a Director on the Company's Board.

During the year under review, Mr. Pratik Agrawal, was appointed as Chief Financial Officer (CFO) effective 21st July 2014 and he ceased to be the CFO of the Company effective 12th December 2014. In his place Mr. Rajesh Mandale has been appointed as the CFO effective 2nd February 2015. No other Key Managerial Personnel has been appointed or has tendered resignation during the Financial Year 2014-15.

The Company has filed a Miscellaneous Application (No. 536/ 2013 dated 14th October 2013) ['MA'] with the Board for Industrial and Financial Reconstruction (BIFR), seeking amongst others, the exemption from the mandatory requirement pursuant to Section 269 of the Companies Act, 1956 or any such provision under the Companies Act, 2013 regarding the appointment of Managing Director/ Whole Time Director / Manager until the period of rehabilitation of the Scheme. The said MA is pending consideration by the BIFR. In view thereof, the Company has not appointed Managing Director/ Whole Time Director / Manager.

9. Declaration given by Independent Directors

As per the requirement of Section 149 (7) of the Companies Act, 2013, Mr. Nalin Shah, Mr. Michael Bastian and Ms. Leja Hattiangadi, Independent Directors have given their respective declarations that they meet the criteria of independence as specified under Section 149 (6) of the Act.

10. Particulars of Loans, guarantees or investments

The Company has neither given any loans or guarantee nor provided any security in connection with loan to any body corporate or person nor has it acquired by subscription, purchase or otherwise, the securities of any body corporate as provided under Section 186 of the Companies Act, 2013.

11. Remuneration Policy

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors has approved and adopted a Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company as required under Section 178 (3) of the Companies Act, 2013. The Company has adopted Governance Guidelines which inter-alia covers composition and role of the Board, Board Appointment, Induction & Development, Director Remuneration, Code of Conduct, Board Effectiveness Review and mandates of the Board Committees. The Remuneration Policy is annexed to this Report and forms part of this Report.

12. Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties in form No. AOC- 2 as required pursuant to the provisions of Section 134(3)(h) and Rule 8 of the Companies (Accounts), Rules, 2014 is annexed to this Report and forms part of this Report.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgoings

Particulars prescribed under Section 134(3)(m) of the Companies Act, 2013 are given in an Annexure to this Report and forms part of this Report.

14. Risk Management Policy

The Company has adopted a Risk Management and Mitigation Policy. A formal Risk reporting system has been devised by the Company. Risk Management Committee has also been constituted comprising of a Director and senior officials of the Company.

15. Annual Evaluation

The performance of Board of Directors and the Committees constituted by the Board and the individual directors has been evaluated during the Financial Year ended 31st March 2015.

16. Particulars of Subsidiary companies or Joint ventures or associate company

The Company does not have any joint venture with any person or an associate company as defined under Section 2 (6) of the Companies Act, 2013 ('the Act') or subsidiary company as defined under Section 2 (87) of the Act.

17. Particulars of Deposits

During the year under review, the Company has neither accepted any deposit covered under Chapter V of the Companies Act, 2013 nor has it accepted deposit which are not in compliance with the requirements of Chapter V.

18. Particulars of Material Orders

During the year under review, neither any Regulator nor any Court or Tribunal has passed any significant and material order impacting the going concern status and the Company's operations in future.

19. Audit Committee

The Audit Committee comprises of Mr. Nalin Shah, Mr. Michael Bastian, the Independent Directors and Mr. Shashikant Oak, the BIFR Nominee. Mr. Nalin Shah and Mr. Michael Bastian are Chartered Accountants by profession and Mr. Oak has vast experience in the Ministry of Finance. The composition of the Committee is as per the provisions of Section 177 of the Companies Act, 2013. The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance and internal controls.

20. Auditors

M/s. Chokshi & Chokshi LLP, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a written consent and a certificate from the Statutory Auditors, under Section 139 of the Companies Act, 2013, stating that the appointment, if made will be in accordance with Rule 4 (1) of the Companies (Audit and Auditors) Rules, 2014.

21. Cost Auditors

The Company has filed the Cost Compliance Report and the Cost Audit Report for the Financial Year ended 31st March 2014 with the Ministry of Corporate Affairs (MCA) on 14th August 2014 and 18th August 2014 respectively, which is within the prescribed time.

Considering then prevailing provisions, the Company had appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, as the Company's Cost Auditors for the Financial Year 2014-15 pursuant to the Companies (Audit and Auditors) Rules, 2014 ('Rules').

The said Rules were amended by MCA vide its Notification dated 31st December 2014. Consequently, the amended Rules are not applicable to the Company and hence, Cost Audit is not applicable to the Company for the year under review.

22. Particulars of Employees

Information as per Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report and forms part of this Report.

23. Secretarial Audit Report

During the year under review, the Company had appointed M/s. P. P. Shah, Practising Company Secretaries, Mumbai as the Secretarial Auditor for the Financial Year 2014-15. The report in form MR- 3 on the Audit carried out by the said Auditor is annexed to this Report.

24. Purchase of shares of the Company

The Company does not give any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of purchase or subscription for any shares of the Company or its Holding company pursuant to Section 67 (2) of the Companies Act, 2013.

25. Corporate Social Responsibility Committee

The provisions of Section 135 of the Companies Act, 2013 are not presently applicable to the Company.

26. Vigil Mechanism

The Company has adopted a Whistle Blower Policy to report to the Management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. Under this policy, the employees can approach the Company's Ethics Counsellor/ Chairman of the Audit Committee.

27. Issue of shares with differential voting rights

The Company has not issued any shares with differential voting rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014.

28. Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014.

29. Employee Stock Option

The Company does not have any Employee Stock Option Scheme for its employees.

30. Reports on Corporate Governance and Management Discussion and Analysis

SEBI has vide its Circular (Ref No. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014) amongst others, made the compliance with the provisions of amended Clause 49 of the Listing Agreement, non-mandatory for time being, to those companies having paid-up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore as on the last day of the previous financial year. Considering that the Company's paid-up equity share capital was Rs. 3.69 Crore and the Net Worth was negative as on 31st March 2014, compliance with the provisions of revised Clause 49 of the Listing Agreement is not mandatory to the Company.

Accordingly, for the year under review, the reports stating compliance with revised Clause 49 of the Listing Agreement dealing with the Code of Corporate Governance and the Management Discussion and Analysis have not been annexed to this Report.

31. Acknowledgements

The Directors wish to place on record their sincere appreciation for the unrelenting support received during the year from the Shareholders, Tata Projects Limited, customers - both in India and abroad, suppliers, vendors and service providers, Banks, the Board for Industrial and Financial Reconstruction (BIFR), the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) and other Government and Regulatory authorities, Financing and lending institutions. The Board wishes to record its deep appreciation to all the employees and workers of the Company for their dedication and commitment.

For and on behalf of the Board of Directors

VINAYAK DESHPANDE Mumbai, 4th May 2015 Chairman

Mar 31, 2014

TO THE MEMBERS,

The Directors present their Thirty-Fifth Annual Report along with the Audited Financial Statement for the Financial Year ended 31st March 2014.

1. Performance of the Company

The Company''s performance for the year is summarised below: Financial Highlights

(Rs. Crore)

Financial Year ended Financial Year ended 31st March 2014 31st March 2013

Sales and Other Income 79.61 59.25

Profit/(Loss) before Finance Cost, Tax, (1.84) (29.70)

Depreciation and Exceptional Items

Profit/(Loss) before tax (8.33) (39.41)

Profit/ (Loss) after tax (8.33) (39.40)

Profit/ (Loss) brought forward (59.07) (19.67)

Profit/(Loss) available for appropriation (67.40) (59.07)

Operations

The Company''s Total Income for the year under review aggregated Rs. 79.61 Crore (Previous year - Rs. 59.25 Crore). The operations of the Company for the period under review resulted in a Loss after Tax of Rs. 8.33 Crore (Previous year - Loss after Tax Rs. 39.40 Crore).

The Company commenced the financial year with an order backlog of about Rs. 54 Crore. During the year under review, the Company received new orders with estimated value of about Rs. 116 Crore. Out of this, the Company received a repeat order for the works entailing structural fabrication at Gamharia, Jamshedpur and a major order for fabrication, erection, assembly, painting, supply and transportation of various building structures. Thus, the total orders available for execution aggregated approx. Rs. 170 Crore, leaving behind a backlog at the year end of approximately Rs. 66 Crore.

The year in retrospect was a difficult year in terms of operations. The Clients who had awarded contracts to the Company either reduced the contract value or the scope of works. Moreover, since the market conditions were not conducive, few of the orders did not materialise. As a result, the Turnover of the Company was below the expectations.

During the year under review, the Company completed all mechanical works pertaining to the construction of 21 (Twenty One) tanks at Liquid Tank Terminal at Haldia. The Company has completed construction of Export Oil Storage tank at Barmer and blasting and painting is in progress and hydro test balance is expected to complete in the first quarter of the Financial Year 2014-15. The structural fabrication activities at Gamharia, Jamshedpur were carried out in a smooth manner and are likely to be completed by second quarter of the Financial Year 2014-15.

The Company has also completed site demobilisation activities at Dahej, Gujrat, KPO, Odisha and Cuddalore, Tamil Nadu.

The Company''s Nashik Factory received an Order for design, engineering, manufacturing, supply, testing and commissioning of 12 nos. of Buffer Vessels. 4 (Four) vessels were delivered up to the end of the Financial Year under review and delivery of balance vessels is likely to be completed by second quarter of the Financial Year 2014-15.

The Company has started a new manufacturing facility at Umred, Nagpur wherein medium to heavy structural fabrication works are undertaken. The Order pertaining to fabrication of the building structures is being executed at this Manufacturing facility.

With a view to bring stability in operations, the Company''s Management plans to concentrate more on Fabrication/ Manufacturing instead of EPC related projects activities. The Company will continue to be selective and cautious in carrying out ''Tankage'' related works. It is perceived that the strategy to take orders for fabrication work from Tata Companies will help to further stabilise the operations of the Company.

With the support of Tata Projects Limited, the Company is hopeful of reporting improved performance in the years to follow.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and Financial Reconstruction

During the year under review, the Company had filed a Miscellaneous Application ("MA") with the Board for Industrial and Financial Reconstruction (BIFR). The said MA, amongst others, contained a proposal for modification of the Sanctioned Scheme , by converting the total outstanding loan, availed from Tata Projects Limited (TPL), the Holding Company, aggregating Rs. 44.18 Crore (including interest upto 31st March 2013) into 44,18,22,878 4 % Optionally Convertible Cumulative Redeemable Preference Shares of Rs. 1/- each to be allotted to TPL on preferential allotment basis and also extension of the rehabilitation period. The said MA, though heard by the Hon''ble Bench Members earlier, is now scheduled for hearing afresh as one of the Hon''ble Bench Members had demitted the office on his retirement. The Company is hopeful that the BIFR will graciously consider the Company''s proposals and will approve the modifications contained therein.

3. Term loan and Inter-Corporate Deposits from Tata Projects Limited

As mentioned in the earlier paragraph, in order to ensure early revival and to achieve positive net worth, the Company''s Miscellaneous Application contains the above-mentioned proposal on financial restructuring. In view of this, the Company was not required to repay the balance installments of term-loan as well as the outstanding Inter-Corporate Deposits availed from Tata Projects Limited (TPL). During the course of the proceedings before the Hon''ble BIFR, TPL has conveyed its consent to the proposed modifications and also to support the Company''s operations.

4. Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, for the year ended 31st March 2014 the Directors, based on the representations received from the Management, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

d. the Directors had prepared the annual accounts on a going concern basis.

5. Directors

Pursuant to Section 149 of the Companies Act, 2013 the Board has, subject to the approval of the Members at the ensuing Annual General Meeting, approved the appointment of Mr. Michael Bastian and Mr. Nalin Shah, as Independent Directors on the Board of the Company for a term of 5 consecutive years effective from the ensuing Annual General Meeting.

Mr. Bastian and Mr. Shah satisfy the criteria for independence laid down in the Companies Act, 2013 and accordingly, the Board recommends the proposal for appointment of Mr. Michael Bastian and Mr. Nalin Shah as Independent Directors for approval by the shareholders at the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vinayak Deshpande retires by rotation and being eligible, offers himself for re-appointment.

6. Audit Committee

Mr. H.H. Malgham retired by rotation and did not seek re-election. Consequent to ceasing to be a Director, he has also ceased to be the Chairman of the Audit Committee.

Mr. Nalin Shah, Director and member of the Audit Committee was appointed as the Chairman of the Audit Committee effective from the conclusion of the Annual General Meeting held on 12th July 2013.

The Audit Committee comprises of Mr. Nalin Shah, Mr. Michael Bastian and Mr. Shashikant Oak. The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance and internal controls.

7. Auditors

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a written consent and a certificate from the Statutory Auditors, under Section 139 of the Companies Act, 2013, stating that the appointment, if made will be in accordance with Rule 4 (1) of the Companies (Audit and Auditors) Rules, 2014.

8. Cost Auditors

The Central Government has approved the appointment of M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, as the Cost Auditors for conducting the cost audit for the Financial Year ended 31st March 2014. Cost Audit for the Financial Year ended 31st March 2014 is under process at the time of finalisation of this Report.

9. Particulars of Employees

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per Section 219 (1) (b) (iv) of the Companies Act, 1956, this Report together with the Accounts is being sent to all the shareholders of the Company excluding the Section 217 (2A) statement. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

10. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgoings

Particulars prescribed under Section 217(1) (e) of the Companies Act, 1956 are given in an Annexure to this Report.

11. Report on Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance together with the Auditors'' Certificate on compliance with the conditions of Corporate Governance as laid down forms part of this Report and are annexed hereto.

12. Management Discussion and Analysis Report

Management Discussion and Analysis for the Financial Year ended 31st March 2014 is separately given and forms part of this Report.

13. Acknowledgements

The Directors wish to place on record their sincere appreciation for the continued support received duringtheyearfrom the Shareholders, Tata Projects Limited, customers- both in India and abroad, suppliers and vendors, Banks, the Board for Industrial and Financial Reconstruction (BIFR), the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) and other Government and Regulatory authorities. The Board wishes to record its deep appreciation to all the employees and workers of the Company for their unstinted support, dedication and commitment.

For and on behalf of the Board of Directors

VINAYAK DESHPANDE

Mumbai, 14th May 2014 Chairman

Mar 31, 2013

TO THE MEMBERS,

The Directors present their Thirty-fourth Annual Report along with the Audited Statement of Accounts for the Financial Year ended 31st March 2013.

1. Performance of the Company

The Company''s performance for the year is summarised below:

Financial Highlights

(Rs. Crore)

Financial year ended Financial Year ended 31st March 2013 31st March 2012

Sales and Other Income 59.25 60.85

Proft/(Loss) before Finance Cost, Tax,

Depreciation and Exceptional Items (29.70) (5.50)

Proft/(Loss) before tax (39.41) (13.49)

Proft/(Loss) after tax (39.40) (13.30)

Proft/(Loss) brought forward (19.67) (6.37)

Proft/(Loss) available for appropriation (59.07) (19.67)

Operations

The Company''s Total Income for the year under review aggregated Rs. 59.25 Crore (Previous year Â Rs. 60.85 Crore). The operations of the Company for the period under review resulted in a Loss after Tax of Rs. 39.40 Crore (Previous year Â Loss after Tax of Rs. 13.30 Crore).

The Company commenced the fnancial year with an order backlog of about Rs. 115 Crore and since the commencement of the year under review, the Company received new orders with estimated aggregate value of about Rs. 55 Crore. Thus, the total orders available for execution aggregated approx. Rs. 170 Crore.

During the year under review, 4 (four) projects with estimated aggregate value of Rs. 90 Crore were planned for execution. These included projects at Cuddalore (Tamil Nadu), Jodhpur (Rajasthan), Dahej (Gujarat) and a project in UAE. The Clients who awarded these contracts to the Company have subsequently either suspended these projects indefnitely or terminated them and this adversely affected the Company''s execution plans for the year under review.

The projects execution activities at Haldia (West Bengal), Jamshedpur (Jharkhand), Kalinganagar (Orissa) and Uran (Maharashtra) were carried out through the year. The Company also carried out project execution activities in UAE. All these projects are scheduled for completion in the Financial Year 2013-14.

The Company''s Nashik Factory made a signifcant contribution during the year under review. The order that involved manufacture of pressure water flters is nearing its completion. The Management is making focussed efforts to further improve the factory''s operations to enhance the overall performance of the Company.

Uncertainties in the global economies and snail-paced growth of infrastructure industry remained the main areas of concern throughout the year under review. No major expansion plans or new projects were announced and as a result many companies suffered a major setback. Small and Medium companies, including your Company, had to carry out operations on tiny projects with constrained margins.

During this year of uncertainty, the Company focussed on closure of old projects at Bathinda (Punjab) and Barmer (Rajasthan) as well as overseas projects in Kuwait and UAE.

Under the guidance of Tata Projects Limited (TPL), the Company is completely revamping/ restructuring its operations and has fnalised a strategy and business plan to overcome the diffculties in operations. The Company is hopeful of reporting improved performance in the years to come.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and Financial Reconstruction

As the Members are aware, the Board for Industrial and Financial Reconstruction (BIFR) had, vide its Order dated 18th December 2007, sanctioned a rehabilitation scheme (Sanctioned Scheme). While most of the provisions of the Sanctioned Scheme have been implemented, the Company, despite its strenuous efforts, could not achieve the desired objective of being a positive net worth company.

The shareholders may recollect that at the previous Annual General Meeting, the Chairman had informed the shareholders that the Company would approach the BIFR seeking continuity of the Sanctioned Scheme and extension to come out of the BIFR''s purview. Accordingly, the Company is making its application to the BIFR with certain proposals for additional reliefs and concessions from various authorities. The Company is hopeful that the BIFR and the concerned authorities may graciously consider these proposals and with their continued support, the Company may, in this phase of revival, be able to meet the commitment of being a positive net worth Company.

3. Term loan from Tata Projects Limited

Considering the working capital requirements for the projects under execution and other business activities of the Company and with a view to overcome acute cash defcit circumstances, the Company approached TPL to re-schedule the outstanding term-loan so that the balance amount of 2nd installment of Rs. 3.70 Crore will now fall due on 31st March 2017 and thereafter the remaining term-loan will be paid in 3 (three) equal annual installments of Rs. 5.20 Crore each.

4. Change of Registered Offce of the Company

Effective 1st January 2013, the Registered Offce of the Company has been shifted from Rang Udyan Building No. 2, 1st Floor, Sitladevi Temple Road, Mahim (West), Mumbai 400 016 to 11th Floor, Hiranandani Knowledge Park, Technology Street, Powai, Mumbai 400076.

5. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, for the year ended 31st March 2013 the Directors, based on the representations received from the Management, confrm that:

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

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the proft or loss of the Company for that period;

c. the Directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. the Directors had prepared the annual accounts on a going concern basis.

6. Directors

Mr. Nalin Shah was appointed as an Additional Director effective 1st August 2012. Mr. Shah has immense knowledge and experience in the felds of fnance, audit and corporate governance and it is felt that his presence on the Board will be very benefcial to the Company at this crucial time.

Mr. P. V. Varghese, who was appointed as a Whole-time Director effective 1st January 2010 for a period of 3 (three) years i.e. upto 31st December 2012, did not seek any further extension as a Whole-time Director of the Company. Accordingly, he ceased to be a Director of the Company effective that date. The Board has placed on record its appreciation of the role played by Mr. Varghese during his tenure as a Director.

Mr. P. S. Chopde, an original promoter and director, resigned as a Director of the Company effective 10th April 2013. The Board has placed on record its appreciation of the signifcant role played by Mr. Chopde during his more than three decade long tenure as a Director.

Mr. Pralhad Pawar, the Executive Vice President of Tata Projects Limited''s Oil, Gas & Hydrocarbon SBU, was nominated by it to the Board and the Board has appointed Mr. Pawar as an Additional Director effective 19th April 2013.

Pursuant to Section 260 of the Companies Act, 1956, Mr. Nalin Shah and Mr. Pralhad Pawar respectively hold offce, as Additional Director, upto the ensuing Annual General Meeting, but are eligible for re-appointment. The Company has received notices in writing from Members proposing candidature of Mr. Nalin Shah and Mr. Pralhad Pawar for the respective offces of Director. Accordingly, proposals for appointment of Mr. Nalin Shah and Mr. Pralhad Pawar as Directors are being placed before the shareholders for their approval at the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. H. H. Malgham and Mr. A. K. Misra retire by rotation. Mr. Malgham has not offered himself for re-appointment and Mr. A. K. Misra, being eligible, offers himself for re-appointment.

7. Audit Committee

The Audit Committee comprises of Mr. H. H. Malgham, Mr. Michael Bastian, Mr. Shashikant Oak and Mr. Nalin Shah. The Audit Committee continues to provide valuable advice and guidance in the areas of costing, fnance and internal controls.

8. Auditors

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certifcate from the Statutory Auditors, under Section 224(1B) of the Companies Act, 1956, stating that they are eligible for re-appointment and the said re-appointment, if made, will be within the prescribed limits.

9. Cost Accountants

Pursuant to the provisions of the Companies (Cost Accounting Records) Rules, 2011 (''the Rules'') notifed vide Notifcation [No. G. S. R. 429 (E) dated 3rd June 2011] issued by the Ministry of Corporate Affairs, the Company re-appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai to be the cost accountants for the Financial Year under review.

10. Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per Section 219(1) (b)(iv) of the Companies Act, 1956, this Report together with the Accounts is being sent to all the shareholders of the Company excluding the Section 217(2A) statement. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Offce of the Company.

11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgoings

Particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 are given in an Annexure to this Report.

12. Report on Corporate Governance

Pursuant to the Order dated 4th April 2012 passed by the BIFR, the Company has been granted exemption from complying with the requirements of Clause 49 of the Listing Agreement upto 31st March 2013. Accordingly, for the year under review, the Company is not required to report compliance with Clause 49 of the Listing Agreement dealing with the Code of Corporate Governance.

13. Acknowledgements

The Directors wish to place on record their sincere appreciation for the continued support received during the year from the Shareholders, Tata Projects Limited, customers Â both in India and abroad, suppliers and vendors, Banks, the Board for Industrial and Financial Reconstruction (BIFR), the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) and other Government and Regulatory authorities. The Board wishes to record its deep appreciation to all the employees and workers of the Company for their dedication and commitment.

For and on behalf of the Board of Directors

VINAYAK DESHPANDE

Chairman

Mumbai, 10th May 2013

Mar 31, 2012

TO THE MEMBERS OF ARTSON ENGINEERING LIMITED

The Directors present their Thirty-third Annual Report along with the Audited Statement of Accounts for the financial year ended 31st March 2012.

1. Performance of the Company

The Company's performance for the year is summarised below:

Financial Highlights

(Rs Crore)

Financial year ended Financial Year ended 31st March 2012 31st March 2011

Sales and Other Income 60.88 135.94

Profit/(Loss) before Finance cost, Tax, Depreciation and Exceptional items (5.61) 9.20

Profit/(Loss) before tax (13.49) 4.27

Profit/(Loss) after tax (13.30) 4.55

Profit/(Loss) brought forward (6.37) (10.92)

Profit/(Loss) available for appropriation (19.67) (6.37)

Operations

The Company's Total Income for the year under review aggregated Rs 60.88 Crore (Previous year - Rs 135.94 Crore). The operations of the Company for the period under review resulted in a Loss after Tax of Rs 13.30 Crore (Previous year - Profit after Tax of Rs 4.55 Crore).

The Company commenced the financial year with a healthy order backlog of about Rs 200 Crore. However, two major overseas contracts having aggregate value of about Rs 125 Crore could not be executed, and were treated as cancelled, due to certain onerous contractual issues. Consequently, the Company could not achieve the results hoped for at the start of the Financial Year.

During the year under review, the Company completed (a) the project at Bathinda entailing construction of 64 nos. of Intermediate and Product Storage Tanks (b) another project at Bathinda involving supply, fabrication and erection of structural Crossover Platform in Tank Farm area, and (c) a project entailing mechanical works and piping of 8 (eight) well pads at Bhagyam Oil-fields at Barmer, Rajasthan. The Company's Nashik factory successfully completed a major order of manufacturing high-pressure and complex equipment for installation at a steel plant in Rourkela.

The Company has been awarded by one of its Clients a Certificate for achievement of One Million safe Man-hours of Construction Works without any Lost Time Incident (LTI). This Certificate has been awarded for maintaining Construction Safety Standards as prescribed by the Client and the Company will ensure to maintain these standards in all other project sites.

Work for projects at Cuddalore is now gaining momentum after the suspension due to cyclone in December 2011 which hit India's East Coast. Work was restarted in March 2012, after completion of insurance survey and technical audit by the Client.

Project execution activities at Jamshedpur sites are being completed as per schedule.

During the year under review, the Company secured new orders aggregating Rs 95 Crore. The total order-book position as at 31st March 2012 was about Rs 115 Crore. Since the beginning of the FY 2012-13, the Company has received new orders aggregating Rs 36 Crore. In addition to domestic projects, the Company is actively pursuing various opportunities in the overseas markets, especially in the Middle-East and Gulf Region, and is hopeful of adding, for execution, new orders during the Financial Year 2012-13.

The Board is conscious of the fact that the Company's Net Worth continues to be negative. However, as mentioned earlier, due to factors beyond the control of the Company, its endeavours to be Networth-positive have not fructified. The Board is, however, confident that with pro-active actions under implementation, the performance during the current year will lead to substantial improvement.

2. Certification by American Society of Mechanical Engineers (ASME)

A Review Team from the American Society of Mechanical Engineers (ASME) has recently conducted an audit of the Company's Nashik Factory and hence is now been received an ASME Certification. The Company is, consequently, hopeful of booking significant number of high-end fabrication orders to be executed from Nashik factory.

3. Rehabilitation Scheme sanctioned by the Board for Industrial and Financial Reconstruction

As the Members are aware, the Board for Industrial and Financial Reconstruction (BIFR) had, vide its Order dated 18th December 2007, sanctioned a rehabilitation scheme (Sanctioned Scheme). The said Sanctioned Scheme is presently under implementation. Most of the provisions of the Sanctioned Scheme have already been implemented.

During the year under review, the Company filed a modification application seeking further exemption from Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited (BSE). The BIFR has approved the extension of the exemption till 31st March 2013 from the applicability of Clause 49 of the Listing Agreement.

4. Term loan from Tata Projects Limited

During the year under review, the Company repaid a part of the 2nd instalment of Rs 1.50 Crore towards the principal amount of the term loan extended by Tata Projects Limited (TPL) under the Sanctioned Scheme. Considering the working capital requirements for the projects under execution and other business activities of the Company and circumstances, TPL has allowed further time to repay the balance amount of Rs 3.70 Crore by 30th September 2012. Interest on the said loan has been paid to TPL regularly.

5. Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, for the year ended 31st March 2012 the Directors confirm that:

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

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

d. the Directors had prepared the annual accounts on a going concern basis.

6. Directors

Mr. N. K. Jagasia, an original promoter and director, resigned as a Director of the Company effective 17th August 2011. The Board has placed on record its appreciation of the role played by Mr. Jagasia during his tenure as a Director.

Mr. K. P. Singh, who had been nominated as a Director by Tata Projects Limited, stepped down as a Director of the Company effective 1st February 2012. The Board has placed on record its appreciation of his valuable guidance and directions in the Company's initiatives and achievements during his tenure as the Chairman of the Company.

Mr. Vinayak Deshpande, the Managing Director of Tata Projects Limited, was nominated by it to the Board in lieu of Mr. K. P. Singh and the Board has appointed Mr. Deshpande as the Chairman effective 1st February 2012. Pursuant to Section 260 of the Companies Act, 1956, Mr. Deshpande holds office, as an Additional Director, upto the ensuing Annual General Meeting, but is eligible for re-appointment. The Company has received a notice in writing from a Member proposing candidature of Mr. Deshpande for the office of a Director. Accordingly, proposal for Mr. Deshpande's appointment as a Director is being placed before the shareholders for their approval at the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Michael Bastian retires by rotation and is eligible for re-appointment.

7. Audit Committee

The Audit Committee comprises of Mr. H. H. Malgham, Mr. Michael Bastian and Mr. Shashikant Oak. The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance and internal controls.

8. Auditors

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certificate from the Statutory Auditors, under Section 224(1)(b) of the Companies Act, 1956, stating that they are eligible for re-appointment and the said re-appointment, if made, will be within the prescribed limits.

9. Cost Accountants

During the year under review, the Companies (Cost Accounting Records) Rules, 2011 ("the Rules") were notified vide Notification [No. G. S. R. 429 (E) dated 3rd June 2011] issued by the Ministry of Corporate Affairs. In compliance with the provisions of the Rules, the Company has appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai to be the cost accountants for the Financial Year under review and they have certified the compliance report to be submitted by the Company to the Central Government.

10. Particulars of Employees

Particulars of the employees as required under Section 217 (2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed.

11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgoings

Particulars prescribed under Section 217(1) (e) of the Companies Act, 1956 are given in an Annexure to this Report.

12. Report on Corporate Governance

Pursuant to the Orders passed by the BIFR, the Company has been granted exemption from complying with the requirements of Clause 49 of the Listing Agreement upto 31st March 2012, now extended upto 31st March 2013. Accordingly, for the year under review, the Company is not required to report compliance with Clause 49 of the Listing Agreement dealing with Corporate Governance.

13. Acknowledgements

The Directors wish to place on record their sincere appreciation for the continued support received during the year from the Shareholders, Tata Projects Limited, customers - both in India and abroad, suppliers and vendors, Banks, the BIFR, the AAIFR and other Government and Regulatory authorities. The Board wishes to record its deep appreciation to all the employees of the Company for their dedication and commitment.

For and on behalf of the Board of Directors

vinayak deshpande

Chairman

Mumbai, 2nd May 2012

Mar 31, 2011

TO THE MEMBERS OF ARTSON ENGINEERING LIMITED

The Directors present their Thirty-second Annual Report along with the Audited Statement of Accounts for the financial year ended 31st March 2011.

1. Performance of the Company

The Company's performance for the year is summarised below:

Financial Highlights

( Rs Crore) Financial Financial Year ended Year ended 31st March 31st March 2011 2010

Sales and Other Income 136.02 132.08

Profit/(Loss) before depreciation 5.92 7.56

Profit/(Loss) before tax 4.27 6.23

Profit/(Loss) after tax 4.55 6.22

Profit/(Loss) brought forward (10.92) (17.14)

Profit/(Loss) available for appropriation (6.37) (10.92)

Operations

The Company's Total Income for the year under review aggregated Rs 136.02 Crore (Previous year Ã Rs 132.08 Crore). The operations of the Company for the period under review resulted in a Profit After Tax of Rs 4.55 Crore (Previous year Ã Profit After Tax of Rs 6.22 Crore).

The Company commenced the financial year with an order backlog of about Rs 120 Crore for construction of crude-oil storage tanks, intermediate and product storage tanks and associated facilities. During the year under review, the Company has received new orders aggregating Rs 220 Crore. The total order-book as at 31st March 2011 stood at Rs 205 Crore.

During the year under review, the Company successfully completed orders for construction of crude-oil storage tanks viz. 4 (four) tanks at Bathinda and 4 (four) tanks at Panipat. The Company also completed the order for construction of 2 (two) well-pads at Mangala Processing Terminal. Work for construction of Intermediate and Product Storage Tanks (total 64 tanks) at Bathinda is nearing completion. The Company also completed major overseas orders received from Overseas AST LLC, Dubai and Alghanim International in Kuwait.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and Financial Reconstruction

As the Members are aware, the Board for Industrial and Financial Reconstruction (BIFR) had, vide its Order dated 27th November 2007, sanctioned a rehabilitation scheme (Sanctioned Scheme). The said Sanctioned Scheme is presently under implementation.

During the year under review, the Company filed two separate modification applications as certain modifications to the Sanctioned Scheme were felt necessary for smooth rehabilitation of the Company. The BIFR has approved the CompanyÃs request and has granted permission to the Company to raise (a) unsecured interest-bearing loans not exceeding Rs 10 Crore from TatabProjects Limited and (b) working capital loans from Banks. In another modification application, the BIFR has approved the extension of the exemption till 31st March 2012 from the applicability of Clause 49 of the Listing Agreement.

3. Commencement of commercial operations from the Nashik Factory

During the year under review, the Company commenced commercial operations from its Nashik Factory. The Company had received 2 (two) orders aggregating about Rs 5 Crore for execution from Nashik Factory. Substantial portions of these orders have been executed during the year. The Company is hopeful of booking new orders for execution from Nashik Factory that will be an added contribution in the Company's operations.

4. Change of Registered Office of the Company

During the year under review, for administrative convenience and to accommodate more number of employees, the Registered Office of the Company has been shifted to a bigger area within the same premises of Rang Udyan at Mahim, Mumbai.

5. Term loan from Tata Projects Limited

During the year under review, the Company repaid the 1st installment of Rs 4.60 Crore towards the principal amount of the term loan extended by Tata Projects Limited (TPL) under the BIFRÃs Sanctioned Scheme. Considering the working capital requirements for the projects under execution and other business activities of the Company and circumstances, a request has been made to TPL to grant a moratorium upto 30th September 2011 for re-payment of the 2nd installment of principal amount of loan that was due on 31st March 2011. Interest on the said loan extended to the Company has been paid to TPL.

6. Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, for the year ended 31st March 2011 the Directors confirm that:

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

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

d. the Directors had prepared the annual accounts on a going concern basis.

7. Directors

Considering the expertise and experience of Mr. P. S. Chopde in the fields of project management and execution, the Board formed an opinion that his presence on the Board will be very beneficial to the Company especially at a time when it is reviving its Nashik factoryÃs operations. Accordingly, the Board, on the recommendations of the Remuneration Committee and subject to the approval of the Members at General Meeting, re-appointed Mr. P. S. Chopde, as the Whole-time Director of the Company, designated as Executive Director (Manufacturing), for a period of 3 years i.e. from 1st April 2011 to 31st March 2014. Proposal for Mr. ChopdeÃs re-appointment and remuneration payable to him is being placed before the shareholders for their approval at the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. K. P. Singh and Mr. A. K. Misra retire by rotation and are eligible for re-appointment.

8. Audit Committee

The Audit Committee comprises of Mr. H. H. Malgham, Mr. Michael Bastian, Mr. N. K. Jagasia and Mr. Shashikant Oak. The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance and internal controls.

9. Auditors

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certificate from the Statutory Auditors, under Section 224(1)(b) of the Companies Act, 1956, stating that they are eligible for re-appointment and the said re-appointment, if made, will be within the prescribed limits.

10. Particulars of Employees

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed.

11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgoings

Particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 are given in an Annexure to this Report.

12. Report on Corporate Governance

Pursuant to the Orders passed by the BIFR, the Company has been granted exemption from complying with the requirements of Clause 49 of the Listing Agreement upto 31st March 2012. Accordingly, for the year under review, the Company is not required to report compliance with Clause 49 of the Listing Agreement dealing with Corporate Governance.

13. Acknowledgements

The Directors wish to place on record their sincere appreciation for the continued support received during the year from the Shareholders, Tata Projects Limited, customers Ã both in India and abroad, suppliers and vendors, Banks, the BIFR, the AAIFR and other Government and Regulatory authorities. The Board wishes to record its deep appreciation to all the employees of the Company for their dedication and commitment.

For and on behalf of the Board of Directors

KISHORE PAL SINGH Chairman

Mumbai, 30th April 2011

Mar 31, 2010

The Directors present their Thirty-first Annual Report along with the Audited Statement of Accounts for the financial year ended 31st March 2010.

1. Performance of the Company

The Companys performance for the year is summarised below:

Financial Highlights

(Rupees Crore)

Financial Year Financial Year

ended ended

31st March 2010 31st March 2009

Sales and Other Income 132.08 33.78

Profit/(Loss) before depreciation 7.56 (3.81)

Profit/(Loss) before tax 6.23 (4.55)

Profit/(Loss) after tax 6.22 (4.86)

Profit/(Loss) brought forward (17.14) (12.33)

Add: Prior Period Expenses - (0.15)

Transfer from General Reserve - 0.20

Profit/(Loss) available for

appropriation (10.92) (17.14)

Operations

The Company commenced the financial year with an order-book aggregating Rs. 248 Crore for construction of crude-oil storage tanks, intermediate and product storage tanks and associated facilities.

Two Orders for construction of crude-oil storage tanks viz. 4 (four) tanks at Bathinda and 4 (four) tanks at Panipat are nearing completion. Work for construction of Intermediate and Product Storage Tanks (total 64 tanks) at Bathinda is in advanced stage of completion and likely to be completed in the current year.

The Companys Total Income for the year under review aggregated Rs. 132.08 Crore (Previous year - Rs. 33.78 Crore) recording an impressive growth of about 290% over the previous year. The operations of the Company for the period under review resulted in a Profit After Tax of Rs. 6.22 Crore (Previous year - Loss after Tax of Rs. 4.86 Crore).

The Companys order booking in the current year was adversely affected both in the domestic as well as overseas market due to unprecedented melt down and recession that led to postponement of investments. Business in the domestic market was further affected due to the Company not being able to qualify to bid due to negative networth and accumulated losses. The prospects in the current year are however promising both in the domestic as well as overseas market, particularly in the Gulf region where the Company is already active. The Company has recently been awarded a contract on EPC basis for construction of tanks at Abu Dhabi and expects to book some more orders in due course of time.

With the execution of carry-over orders and substantial portion of new orders to be executed during the year, the Companys performance is expected to be better during the financial year 2010-11.

2. Rehabilitation Scheme sanctioned by the Board for Industrial and Financial Reconstruction As the Members are aware, the Board for Industrial and Financial Reconstruction (BIFR) had, vide its Order dated 27th November 2007, sanctioned a rehabilitation scheme (Sanctioned Scheme). The said Sanctioned Scheme is presently under implementation.

During the year under review, the Company had filed two separate modification applications as certain modifications to the Sanctioned Scheme were felt necessary for smooth rehabilitation of the Company. The BIFR has approved the Companys request and has granted exemption, upto 31st March 2011, from complying with the provisions of Clause 49 of the Listing Agreement. Permission has also been granted to the Company to utilize, for other business activities of the Company, the surplus available against the Capital Expenditure aggregating Rs. 5.80 Crore earmarked in the Sanctioned Scheme for the revival of the Nashik factory.

Various approvals and permissions for revival of the Companys Nashik Factory are being obtained and it is expected that the Nashik factory will commence commercial production in the current year.

3. Moratorium for re-payment of loan to Tata Projects Limited

Considering the working capital requirements for the projects-execution and other business activities of the Company and other circumstances prevailing, a request was made to Tata Projects Limited (TPL) to grant a moratorium for re-payment of 1st installment of principal amount of loan, that was originally due on 30th September 2008 as per the Sanctioned Scheme. TPL has approved the moratorium request and accordingly, the 1st such installment will fall due on 30th September 2010 and the 2nd installment will fall due on 31st March 2011. Repayment thereafter will be on a yearly rest basis. Interest on the said loan extended to the Company has been paid to TPL.

4. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, for the year ended 31st March 2010 the Directors confirm that:

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

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

d. the Directors had prepared the annual accounts on a going concern basis.

5. Directors

The BIFR has, vide its Orders dated 21st August 2009 and 31st August 2009, respectively, appointed Mr. Shashikant Oak as a Special Director of the Company and advised that Mr. Michael Bastian has ceased to be the Special Director of the Company. Both the changes are effective the date of respective Orders.

Considering the expertise and experience of Mr. Michael Bastian in the fields of finance and corporate governance, the Board formed an opinion that his presence on the Board will be very beneficial to the Company at a time when it is restructuring its operations so that they become viable. Accordingly, Mr. Bastian was appointed as an Additional Director effective 21st September 2009.

Mr. R V. Varghese, who was initially deputed by Tata Projects Limited to assist the Company in its marketing and business development activities, was appointed, effective 1st January 2010, as an Additional Director, and designated as the Executive Director. Proposals for Mr. Vargheses appointment and remuneration payable to him are being placed before the shareholders for their approval at the ensuing Annual General Meeting.

Pursuant to Section 260 of the Companies Act, 1956, Mr. Bastian and Mr. Varghese hold office upto the ensuing Annual General Meeting, but are eligible for re-appointment. The Company has received notices in writing from Members proposing candidature of Mr. Bastian and Mr. Varghese for the office of a Director, respectively.

As per the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. N. K. Jagasia and Mr. Hoshie H. Malgham retire by rotation and are eligible for re-appointment.

6. Auditors

M/s. Chokshi & Chokshi, Chartered Accountants, the Statutory Auditors of the Company are due to retire at the ensuing Annual General Meeting. The Company has received a certificate from the Statutory Auditors, under Section 224(l)(b) of the Companies Act, 1956, stating that they are eligible for re-appointment and the said re-appointment, if made, will be within the prescribed limits.

7. Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per Section 219(l)(b)(iv) of the Companies Act, 1956, this Report together with the Accounts is being sent to all the shareholders of the Company excluding the Section 217(2A) statement. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgoings Particulars prescribed under Section 217(l)(e) of the Companies Act, 1956 are given in an Annexure to this Report.

9. Report on Corporate Governance

Pursuant to the Order passed by the BIFR, referred above, the Company has been granted exemption from complying with the requirements of Clause 49 of the Listing Agreement upto 31st March 2011. Accordingly, for the year under review, the Company is not required to report compliance with Clause 49 of the Listing Agreement dealing with Corporate Governance.

10. Acknowledgements

The Directors wish to place on record their sincere appreciation for the continued support received during the year from the Shareholders, Tata Projects Limited, customers - both in India and abroad, suppliers and vendors, Banks, the BIFR, the AAIFR and other Government and Regulatory authorities. The Board wishes to record its deep appreciation to all the employees of the Company for their dedication and commitment.

For and on behalf of the Board of Directors

KISHORE PAL SINGH

Chairman

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