Directors Report of Filtron Engineers Ltd.

Mar 31, 2014

Dear members,

The Directors present the Annual Report together with the audited accounts for the year ended 31st March 2014.

1. FINANCIAL RESULTS & OPERATIONS :

(Rs. In Lacs)

Particulars 2013-2014 2012-2013

Profit / (Loss) before exceptional 0.81 11.19 and extraordinary items and tax

Exceptional items NIL 10.65

Profit / (Loss) before extraordinary 0.81 0.53 items and tax

Extraordinary Items NIL NIL

Profit / (Loss) before tax 0.81 0.53

Less: Tax Expense:

(a) Current tax NIL NIL

(b) MAT credit 0.16 0.11

(c) Current tax expense NIL NIL relating to prior years

(d) Deferred tax

Net current tax expense NIL NIL

0.16 0.11

Profit / (Loss) from continuing 0.65 0.42 operations

Profit / (Loss) for the year 0.65 0.42

The profit for the year ended 31st March 2014, after providing depreciation, comes to Rs. 65451.59/-.

2. OPERATIONS

During the Financial Year under this report the Company has satisfactorily executed Local & Export order worth Rs 699.090 lakhs in the previous year 642.44 Lacs)

The Company Shares are now demated with NSDL and CDSL. The BSE has issued a notice dated 4th July, 2014 revoking the suspension of trading of equity shares of the Company w.e.f. 11th July, 2014. Pursuant to same, the trading of securities of the Company is resumed in "T" group.

3. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended 31st March, 2014.

4. DIRECTORS

In accordance with the provisions of the Companies Act, 2013 Mr. Yashwantrao Ramchandra Mali , Director of the company is due to retire by rotation, and being eligible, have offered himself for reappointment. Members are requested to reappoint him as the Director of the Company liable to retire by rotation.

5. INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED ON 31ST MARCH, 2014.

a) CONSERVATION OF ENERGY:

Your company has successfully maintained energy efficient lighting has been at a low level, it also implemented the plan to utilize energy efficient welding sets in the Factory. The company is making all efforts for better utilizations of energy whereever possible. The company is not being a specified industry under (Disclosure of particulars in the Report of the Board of directors) rules, 1988, the details regarding consumption of electricity, fuel, oil etc. is not annexed.

b) RESEARCH & DEVELOPMENT :

The Company undertakes turnkey project works. The plants commissioned and installed at Customer''s site. This activity involves peculiar designing work which entails high precision and continuous R & D.

c) TECHNOLOGY ABSORPTION:

Required technology is absorbed, adapted wherever necessary to keep the Company competitive.

6 EMPLOYEES RELATIONS :

Relations between the employees and the management continued to be cordial throughout the year under report. Information as required under the provisions of sections 217(2A) of the companies act, 1956 read with the companies (particulars of employees) Rules, 1975, has not been annexed since there are no employees to whom the said provisions are applicable.

7 AUDITORS :

M/s. A.A. Bhat & Co. Chartered accountants will retire at the conclusion of the ensuing Annual general meeting and are eligible for re-appointment. The board requests you to reappoint them and fix their remuneration for the year 2014-2015. The Company has received letter from M/s. A.A. Bhat & Co. Chartered accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as the Statutory Auditor of the Company.

8. DIRECTORS RESPOSIBILITY STATEMENT :

Pursuant to the requirements under the section 217(2AA) of the Companies Act, 1956 with respect to director''s responsibility statement for the year ended on 31st March 2014 the directors of the company do state as under:

1. In preparation of the annual accounts for the financial year ended on 31st March 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures. Also necessary disclosures are made in the notes to the accounts.

2. That the directors have selected such accounting policies and applied them consistently so as to give a true & fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with provisions of the act for safeguarding the assets of the company and for preventing and detecting fraud and other regularities

4. That the directors have prepared the accounts for the financial year ended on 31st March 2014 on going concern basis.

9. OBSERVATION IN AUDITOR''S REPORT :

In respect to observations made by the auditors regarding the internal audit system of the Company in their report on 24th May 2014, the board of directors would like to state that steps are being taken for implementation of internal audit.

10. ACKNOWLEDGMENT :

The directors place on record their appreciation for the whole hearted and sincere co-operation received by the company during the year from employees, customers, suppliers, business associates, consultants, shareholders, bankers and various government authorities at all levels.

on behalf of Board of Directors of Filtron Engineers Limited

Place : Pune SADANAND HEGDE Date : 29rd August 2014 Chairman and Managing Director DIN : 00195106

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Mar 31, 2010

The Directors are pleased to present their 28th Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2010

1. FINANCIAL RESULTS & OPERATIONS:

(Rs. in Lakhs)

Particulars 2009-2010 2008-2009

Sales & other Income 600.65 545.31

Expenditure 565.21 514.81

Profit before Depreciation & Tax 35.44 30.49

Profit (+) Loss (-) before taxation 15.30 11.35

Provision for Taxation 2.31 1.40

Net Profit (+) Loss (-) after taxation 12.99 9.95

OPERATIONS:

During the financial year under this report the company has satisfactorily executed Export order worth Rs. 2.13 Crores (pervious year Rs.2.27 Crore) & local order worth Rs.3.73 Crores (Rs. 1.13Crores). Thus this represents a substantial increase in domestic market though the exports remained almost same over the previous year. Your Company reported a Profit after Tax of Rs. 12.99 lacs as against a Profit after tax of Rs.9.95 lacs in the previous year.

The order booking is picking up, and it is hoped that your Company will achieve better turnover and profitability in the next year.

2. OBSERVATION IN AUDITORS REPORT:

In respect of observations made by the Auditor regarding the doubtful debts their report dated 28.06.2010 is self explanatory, your Directors wish to state as per managements perception the doubtful debts are recoverable in near future. This year overall efficiency has been improved a lot and Management improved its internal control system and able to address & attend most of the. observations/qualifications and satisfactorily answered the same. The Company shall undertake activity of regularizing the agreements and transactions under section 295/296, 297 & other related sections.

3. DIRECTORS:

1) In accordance with the provisions of the Companies Act, 1956 Mr. Gajanan Hegde , director of the Company is due to retire by rotation, and being eligible, has offered himself to be reappointed. Members are requested to reappoint him as the Director of the Company.

2) To Mr. Padmakar Vidyadhar Kashyapi, was appointed as additional director of the Company on 9/12/2009 he retires at ensuing annual general meeting and being eligible offers himself for reappointment. Members are requested to reappoint him as the Director of the Company.

3) To Mr. Prabhakar Ganesh Hegde was appointed as additional director of the Company on 9/12/2009 he retires at ensuing annual general meeting and being eligible offers himself for reappointment. Members are requested to reappoint him as the Director of the Company.

INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE

DIRECTORS REPORT FOR THE YEAR ENDED ON 31ST MARCH, 2008

4. CONSERVATION OF ENERGY

Your Company has successfully maintained energy efficient lighting has been at a low level, it also implemented the plan to utilize energy efficient welding sets in the Factory

5. RESEARCH & DEVELOPMENT:

The Company undertakes turnkey Project Works. The plants commissioned and installed at Customers site. This activity involves peculiar designing work which entails high precision and continuous R&D.

6. TECHNOLOGY ABSORPTION:

Required technology is absorbed, adapted wherever necessary to keep the Company competitive



7. FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars 2009-2010 2008-2009

in Rs in Rs.

Foreign Exchange earnings 21,260,247.66 27,943,174.00

Foreign Exchange outgo Nil 68,370.00

Gain due to fluctuation 552,190.00 35,611.00

Loss due to fluctuate 573,898.00 56,866.00





8. EMPLOYEES RELATIONS:

Relations between the employees and the management continued to be cordial throughout the year under report. Information as required under the provisions of sections 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975, has not been annexed since there are no employees to whom the said provisions are applicable.

9. AUDITORS:

M/s. A.A Bhat & Co. Chartered Accountants will retire at the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment. The Board requests you to reappoint them for the year 2010-2011.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under the section 217(2AA) of the Companies Act 1956, with respect to Directors responsibility statement for the year ended on 31st March 2010 the directors of the Company do state as under:

1) In preparation of the annual accounts for the financial year ended 31st March 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures. Also necessary disclosures are made in the Notes to the Accounts.

2) That the directors have selected such accounting policies and applied them consistently so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for the year under review.

3) That the directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on going concern basis.

11. ACKNOWLEDGMENT:

The directors place on record their appreciation for the whole hearted and sincere co-operation received by the company during the year from Employees, Customers, Investors, Bankers and various Government authorities at all levels.



On behalf of Board of Directors

Place : Pune S. HEGDE G HEGDE

Date : 12/05/2010 Chairman and Managing Director Director

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Mar 31, 2009

The Directors are pleased to present their 27th Annual Report and the Audited Statement of Accounts for the financial year ended 31st March 2009.

1. FINANCIAL RESULTS AND OPERATIONS : (Rs. in Lakhs) Particulars 2008-2009 2007-2008

Sales & Other Income 545.31 401.97

Expenditure before depreciation amortization and interest 504.05 369.99

Depreciation and amortization 19.14 19.76

Interest 10.75 4.06

Profit (+) Loss (-) before taxation 11.35 8.15

Provision for Taxation 1.4 1.03

Net Profit (+) Loss (-) after taxation 9.95 7.10



OPERATIONS

During the financial year under this report the Company has satisfactorily executed Export order worth Rs. 279 Lakfis (previous year Rs. 22 lakhs) & local order worth Rs.133 lakhs (Rs. 322 lakhs). Thus this represents a substantial increase of export order over the previous year. Your Company reported a Profit after Tax of Rs. 9.95 lacs as against a Profit after Tax of Rs. 7.10 In the previous year.

The order booking is picking up, and it is hoped that your Company will achieve better turnover and profitability!in the next year.

2. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 Mr. Gajanan Hegde, director of the Company is due to retire by rotation, and being eligible, has offered himself to be reappointed. Members are requested to reappoint him as the Director of the Company.

INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS) RULES, 1988 AND FORMING PART 0F THE DIRECTORS REPORT FOR THE YEAR ENDED ON 31 ST MARCH, 2009

3. CONSERVATION OF ENERGY:

Your Company has successfully maintained energy efficient lighting has been at a low level, it also implemented the plan to utilize energy efficient welding sets in the Factory

4. RESEARCH & DEVELOPMENT :

The Campany undertakes turnkey Project Works. The plants commissioned and installed at Customers site. This activity involves peculiar designing work which entails high precision and continuous R&D.

5. TECHNOLOGY ABSORPTION :

Required technology is absorbed, adapted wherever necessary to keep the Company competitive

7. EMPLOYEES RELATIONS:

Relations between the employees and the management continued to be cordial throughout the year under report. Information as required under the provisions of sections 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975, has not been annexed since there are no employees to whom the said provisions are applicable.

8. AUDITORS:

M/s. A A Bhat & Co. Chartered Accountants, will retire at the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment. The Board requests you to reappoint them for the year 2008-2009.

10. OBSERVATION IN AUDITORS REPORT:

In respect of observations made by Ihe Auditor in their report for the financial year under consideration :

a. The company is taking all the necessary steps to obtain confirmation of balances from the debtors and creditors, loans and advances.

b. In view of the management the doubtful debts are fully recoverable and therefore no provision is made them

c. Company is in process of updating the transaction in register under section 301.

d. The Company is taking steps to immediately install the internal audit system. This year overall efficiency has been improved a lot and Management improved its internal control system and able to address & attend most of the observations/qualifications and satisfactorily answered the same.

11. COMPLIANCE CERTIFICATE :

Compliance certificate under section 383A of the Companies Act, 1956 from M/s.Kale Chikodikar & Associates, Company Secretaries forming part of this report is attached.

12. OBSERVATION IN COMPLIANCE CERTIFICATE:

The management is trying its level best In comply with the formalities in respect to the compliances stated by the Company Secretaries, in Iheir certificate. The Company did not have necessary back up for Ihe same. The Company Secretaries firm has been appointed to see that all the compliances are being properly looked into.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under the section 217(2AA) of the Companies Act 1956, with respect to Directors responsibility statement for the year ended on 31st March 2009 the directors of the Company do state as under:

1) In preparation of the annual accounts for the financial year ended 31st March 2009 the applicable accounting standards have been followed along with proper explanation relating to material departures. Also necessary disclosures are made in the Notes to the Accounts.

2) That the directors have selected such accounting policies and applied them consistently so as to give a trule & fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for the year under review.

3) That the directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) That the Directors have prepared the accounts for the financial year ended 31st March, 2009 on goin|g concern basis.

14. ACKNOWLEDGMENT:

The directors place on record their appreciation for the whole hearted and sincere cooperation received by trie company during the year from Employees, Customers, Investors, Bankers and various Government authorities at all levels.

On behalf of Board of Directors Place : Pune S. HEGDE Date : 25.06.2009 Chairman and Managing Director