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Directors Report of ISGEC Heavy Engineering Ltd.

Mar 31, 2023

1. The Board is hereby pleased to present its report for the financial year ended March 31, 2023.

2. FINANCIAL PERFORMANCE2.1 The financial performance of the Company is summarized below:

(Rs. in Lakhs)
Particulars	As at 31.03.2023	As at 31.03.2022
	Standalone
Total Revenue	4,68,690.61	4,47,050.42
Total Expenses (before finance cost, depreciation and tax)	4,35,239.34	4,23,538.79
Profit before finance cost, depreciation and tax	33,451.27	23,511.63
Finance cost and depreciation	10,011.73 23,439.54	8,805.36 14,706.27
Profit before tax and exceptional items
Exceptional items
Profit before tax but after exceptional Items	23,439.54	14,706.27
Less: Tax expenses including deferred tax	5,647.22 17,792.32 (74.03)	3,424.38
Profit after tax		11,281.89
Other Comprehensive Income / (loss) (net of tax)		317.90
Total Comprehensive Income	17,718.29	11,599.79
Balance carried to profit & loss account	16,247.70	10,864.49
Basic/ Diluted earnings per share of '' 1 each (in '')	24.20	15.34

3. STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

3.1 Standalone and Consolidated Financial Statements for the Financial Year 2022-23 are prepared in compliance with the Companies Act, 2013, Indian Accounting Standards (''Ind-AS'') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are forming part of the Annual Report.

3.2 Statement in form AOC-1 containing salient features of the financial statements of the subsidiary and joint venture companies, as required under Rule 5 of the Companies (Accounts) Rules 2014, are annexed to this report as Annexure - 1.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

4.1 During the Financial Year under consideration, there was no change in the nature of the business of the Company.

5. There were no material changes and / or commitments affecting the financial position of your Company between April 01, 2023 and the date of this report.

6. AMOUNTS TRANSFERRED TO RESERVES, IF ANY

6.1 The Company has not transferred any amount to the Reserves during the financial year ended March 31, 2023.

7. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

7.1 No company has become or ceased to be a subsidiary, joint venture and associate company during the year under consideration.

7.2 Report on performance of Subsidiaries and Joint Venture companies together with business details is given in Management Discussion and Analysis forming part of this report and is annexed as Annexure-2.

7.3 Audited Annual Financial Statements of Subsidiaries and Joint Venture companies are disclosed on website of the Company and may be accessed through the following weblink https://www.isgec.com/aboutus-subsidiaries-annual-reports-investor.php.

Amount in ''
S. No.	Particulars	Unpaid or Unclaimed Dividend Amount
1	Final Dividend for Financial Year 2014-15	8,21,420
2	Interim Dividend for Financial Year 2014-15	8,34,730

7.4 Hard copies of these Financial Statements are kept open for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holidays up to the date of ensuing Annual General Meeting i.e. August 23, 2023 between 11:00 a.m. to 5:00 p.m. as required under Section 136 of the Companies Act, 2013. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office.

8. PARTICULARS OF LOANS, GUARANTEES / INVESTMENTS

8.1 The statement containing details of Loans given, Investments made, Guarantees given, or Securities provided under Section 186 of the Companies Act, 2013 is annexed to this report as Annexure-3.

9. RELATED PARTY TRANSCATIONS

9.1 The Company has a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy is disclosed on the website of the Company and may be accessed through the following weblink https://www.isgec.com/pdf/PolicvonMaterialitvof RelatedPartyTransactionsandonDealingwith RelatedPartyTransactions1822020.pdf.

9.2 During the financial year under consideration, all contracts / transactions entered into by the Company with related parties were in the ordinary course of business and on arm''s length basis. The Company has not entered into any contract / arrangement / transaction with related party (ies) which may be termed as material in nature and not executed in ordinary course of business and on not arm''s length basis. Hence, details are not required to be furnished in Form AOC-2.

9.3 The Company took necessary approval from the Audit Committee before entering into related party transaction(s) as required under the provisions of the Companies Act, 2013 read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. DIVIDEND

10.1 Final Dividend for Financial Year 2022-23

Your Directors are pleased to recommend a final dividend of '' 3/- per equity share of '' 1 each. The

dividend, if approved and declared in the forthcoming Annual General Meeting, would result in a total outflow of '' 22,05,88,530 (Rupees Twenty Two Crore Five Lakh Eighty Eight Thousand Five Hundred and Thirty only).

10.2 Uncashed / Unclaimed Dividend

The Company has transferred the unpaid or unclaimed dividends (Interim and Final) for past years to the unclaimed dividend accounts of the respective years and the details of the same are uploaded on the website of the Company. Details of Unpaid or unclaimed dividend may be accessed through the following weblink https://www.isgec.com/unclaimed-dividend-investor.php.

10.3 Transfer of Unclaimed Dividend into Investor Education and Protection Fund Authority

10.3.1 Details of dividends transferred into Investor Education and Protection Fund Authority, during the Financial Year 2022-23, are as under:

10.3.2 The Company has transferred unpaid or unclaimed Interim Dividend for the Financial Year 2015-16 to Investor Education and Protection Fund Authority on April 04, 2023.

10.4 Transfer of Shares into Investor Education and Protection Fund Authority

During the Financial Year 2022-23, the Company has transferred 40,680 equity shares to Investor Education and Protection Fund Authority.

10.5 Dividend Distribution Policy

In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has Dividend Distribution Policy in place. This policy is disclosed on the website of the Company and may be accessed through the following weblink https://www.isgec.com/pdf/Dividend-Distribution-Policy-1219.pdf.

11. SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE

11.1 As at March 31, 2023, the Authorized Share Capital was '' 8,50,00,000/- divided into 8,50,00,000 equity shares of '' 1/- each and Issued, Subscribed and Paid-up Share Capital was '' 7,35,29,510/- divided into 7,35,29,510 equity shares of '' 1/- each.

11.2 All equity shares in the capital of the Company are fully paid-up.

11.3 During the Financial Year 2022-23, no change has taken place in authorized, issued, subscribed and paid-up share capital of the Company.

11.4 The Company has only one class of shares i.e. equity shares.

11.5 The Company has not issued any kind of debt instrument (Convertible / Non-convertible) or any convertible instruments during the financial year under review.

12. CREDIT RATING

12.1 The Company has obtained credit rating for various fund based and / or non-fund based facilities from ICRA Ltd. The information on Credit Rating is tabulated as under:

S. No.

Fund

Based

Non-Fund

Based

Fund Based / NonFund Based

Long Term

[ICRA] AA (Stable)

[ICRA] AA (Stable) / [ICRA] A1

Short Term

[ICRA] A1

13. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL

13.1 Directors retiring by rotation and re-appointment thereof

Mr. Sanjay Gulati, Whole-time Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. Based on the recommendation of Nomination and Remuneration Committee, the Board recommends his re-appointment for consideration by the members at ensuing Annual General Meeting. Brief details of Mr. Sanjay Gulati are disclosed separately in the Notice of Annual General Meeting, in compliance with the provisions of Secretarial Standard-2 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13.2 Appointment / Resignation of Director

Mrs. Rashi Sikka (DIN: 00320145) was appointed as an additional director in the capacity of Independent Director on the Board of the Company with effect from May 28, 2022. The members of the Company at the 89^th Annual General Meeting approved her appointment as an Independent Director for a period of three (03) years from May 28, 2022.

13.3 The Directors of the Company have also made required disclosures / confirmations under Section 164, 184 and other applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Directors of the Company are disqualified to act as director on the Board of the Company.

13.4 Declaration by Independent Director(s)

13.4.1 In addition to the disclosures mentioned in Para 13.3 above, all Independent Directors have furnished declarations to the fact that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014.

13.4.2 In the opinion of the Board, the Independent Directors possess requisite qualification, experience and expertise (including the online proficiency selfassessment test) and hold highest standard of integrity. They also fulfil the conditions as specified under the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are Independent of the management.

13.5 Change in Key Managerial Personnel

13.5.1 After serving for almost 47 years with ISGEC family, Mr. Sudershan Kumar Khorana retired from the services of the Company with effect from June 01, 2022. Accordingly, he ceased to be Company Secretary / Key Managerial Personnel of the Company from this date. The Board placed on record the appreciation of services rendered by him during his long association with the Company.

13.5.2 Ms. Shweta Agrawal was elevated and appointed as Company Secretary and designated as Key Managerial Personnel with effect from June 01, 2022 and took charge on the retirement of Mr. Sudershan Kumar Khorana. She has resigned from the office of Company Secretary / Key Managerial Personnel with effect from November 15, 2022. The Board placed on record the appreciation of services rendered by her.

13.5.3 Mr. Sachin Saluja was appointed as Company Secretary and designated as Key Managerial Personnel with effect from November 15, 2022, and took charge from Ms. Shweta Agrawal.

14. POLICY ON DIRECTORS'' APPOINTMENT/ REMUNERATION OF DIRECTORS/KEYMANAGERIAL PERSONNEL AND OTHEREMPLOYEES

14.1 The Nomination and Remuneration Committee

formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board, a policy relating to the remuneration for the key managerial personnel and other employees. While formulating the policy, the committee has taken into account:-

(i) that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(ii) that relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) that remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

14.2 As per requirement of Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company''s Nomination and Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees of the Company is disclosed on the website of the Company and may accessed through the following weblink https://www.isgec.com/pdf/NRC-policv.pdf.

15. DEPOSITS

15.1 During the Financial Year 2022-23, your Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013.

16. ANNUAL RETURN

16.1 In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company

and may be accessed through the following weblink https://www.isgec.com/aboutus-financials-annual-reports-investor.php.

17. REPORT ON CORPORATE GOVERNANCE

The Company is committed to adhere to the Corporate Governance requirements as stipulated under the Companies Act, 2013 read with the rules and regulations issued by the Securities and Exchange Board of India. Report on Corporate Governance for the financial year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this report as Annexure - 4.

18. BOARD AND ITS COMMITTEES

18.1 Composition of the Board and various Committees of the Board including numbers of meetings held during the Financial Year 2022-23 and brief description of services, wherever required, is set out in the Corporate Governance Report, which forms part of this report.

19. BOARD MEETINGS

19.1 Four (04) Board Meetings were held during the financial year ended March 31, 2023. Dates of the Board Meetings and attendance of the directors therein are disclosed in para 2.9 of Corporate Governance Report, which forms part of this report.

20. SEPARATE MEETING OF INDEPENDENT DIRECTORS

20.1 During the year under review, a separate meeting of Independent Directors of the Company was held on March 23, 2023 to consider:

(i) the Performance of Non-Independent Directors and the Board as a whole;

(ii) the Performance of the Chairman of the Company, taking into account of the views of Executive Directors and Non-executive Directors; and

(iii) assess the quality, quantity and timeliness of flow of information between the Company''s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

21. ANNUAL EVALUATION BY THE BOARD

21.1 The Board has carried out the annual performance evaluation of the directors individually including the Independent Directors, the Board as a whole and its committees and Chairman, by assessment through

a detailed questionnaire completed by individual directors.

21.2 Independent Directors have also evaluated the performance of Non-independent directors, the Board as a whole and Chairman at a separate meeting of Independent Directors.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

22.1 The Board has framed Vigil Mechanism/Whistle Blower Policy for Directors, Stakeholders, Individual Employees and their Representative Bodies in accordance with the Companies Act, 2013 read with the Securities and Exchange Board India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Vigil Mechanism Policy / Whistle Blower Policy is disclosed on the website of the Company and may be accessed through the following weblink https://www.isgec.com/pdf/ VigilMechanismWhistleBlowerPolicy-10.06.2021.pdf.

23. DIRECTORS'' RESPONSIBILITY STATEMENT

23.1 Your Directors hereby confirm that:

(i) In the preparation of the Annual Accounts for the financial year 2022-23 the applicable Accounting Standards have been followed and there are no material departures;

(ii) The Directors have selected such accounting policies with the concurrence of the Statutory Auditors 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 of the Company for the financial year;

(iii) The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the Annual Accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and

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

24. AUDITORS

24.1 Statutory Auditors

24.1.1 M/s SCV & Co. LLP, Chartered Accountants, having Firm Registration No. 000235N/N500089 were appointed as Statutory Auditors for a period of 05 years from the conclusion of 89^th Annual General Meeting until the conclusion of 94^th Annual General Meeting to be held in the year 2027.

They have confirmed their eligibility and independence to continue as Statutory Auditors for Financial Year 2023-24.

24.1.2 Report of Statutory Auditors

The Report of Statutory Auditors on Audited Annual Financial Statements does not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer, which calls for any comment(s) from the Board of Directors.

24.1.3 The details of total fees for all services paid by the Company and its Subsidiaries to the Statutory Auditors are set out in the Corporate Governance Report.

24.1.4 Details in respect of fraud reported by Auditors other than those which are reportable to the Central Government

The Auditors have not reported any incidence of fraud to the Audit Committee or the Board of Directors of the Company.

24.1.5 Report on Internal Financial Controls on Financial Reporting

In the opinion of Statutory Auditors, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial control systems over financial reporting were operating effectively as at March 31, 2023. Reference may be made to âAnnexure - Bâ of Independent Auditors Report.

24.2 Secretarial Auditors and their report

24.2.1 The Board of Directors has appointed M/s Pramod Kothari & Co., Company Secretaries, as Secretarial Auditors to conduct the secretarial audit for Financial Year 2022-23.

24.2.2 The Secretarial Auditors Report does not contain any qualification(s), reservation(s) or adverse remark(s) and is annexed to this report as Annexure - 5.

24.3 Cost Auditors and their report

24.3.1 The Board of Directors has appointed M/s Gopinathan Mohandas & Co., Cost Accountants (Firm Registration Number: 101499) as Cost Auditors to conduct the audit of the Cost Accounting records of the Company.

24.3.2 The Cost Audit Report of last preceding financial year does not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer.

24.3.3 The Board of Directors of the Company have reappointed M/s Gopinathan Mohandas & Co., Cost Accountants (Firm Registration Number: 101499) as Cost Auditors for the financial year 2023-24, on a fee of '' 1,25,000/- which is subject to the approval of shareholders of the Company at ensuing Annual General Meeting.

24.4 ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has obtained Annual Secretarial Compliance Report for the Financial Year 2022-23 from a Company Secretary in Practice. The report does not contain any qualification(s), reservation(s), adverse remark(s) or disclaimer.

25. DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013

25.1 The statement of disclosure of remuneration as required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this report as Annexure - 6.

25.2 Certain details with respect to the employees who are in receipt of remuneration of not less than one crore and two lakh rupees throughout the financial year or eight lakh and fifty thousand rupees per month during any part of the year, is not annexed with the Board''s Report. Such details are available for inspection by any member at the registered office of the Company during working hours, 21 days before

the date of the Annual General Meeting, on all days except Saturday, Sunday and Public holidays between 11:00 a.m. to 05:00 p.m.

26. BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORTING

26.1 Business Responsibility and Sustainability Report for the period under consideration as required under Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this report as Annexure - 7.

27. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

27.1 The information on Conservation of Energy,

Technology Absorption and Foreign Exchange Earnings and Outgo is given in Management Discussion and Analysis forming part of this report and is annexed as Annexure-2.

28. AUDIT COMMITTEE

28.1 Detailed information on Audit Committee covering composition, meetings and brief terms of reference is disclosed in Corporate Governance Report in terms of requirement of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Corporate Governance Report forms part of this report and is annexed to this report as Annexure - 4. Detailed information is not given in Board''s Report to avoid duplication of information.

29. CORPORATE SOCIAL RESPONSIBILITY

29.1 The Company has in place a Corporate Social Responsibility Committee in conformity with the provisions of Section 135 of the Companies Act, 2013 read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

29.2 Composition of Corporate Social Responsibility Committee of the directors and attendance of the Members at the meetings held during the Financial Year 2022-23 is tabulated hereunder:

Name of the Director	Designation	Corporate Social Responsibility Committee meeting date and attendance
		May 28, 2022	February 03, 2023
Mr. Ranjit Puri	Chairman
Mr. Aditya Puri	Member
Mr. Vishal Kirti Keshav Marwaha	Member	-

Mr. Sachin Saluja, Company Secretary & Compliance Officer of the Company acts as Secretary to Corporate Social Responsibility Committee.

29.3 The Company has a policy on Corporate Social Responsibility, which is disclosed on the website of the Company and may be accessed through the following weblink https://www.isgec.com/pdf/CSR-Policv-12oct.pdf.

29.4 Annual report on Corporate Social Responsibility activities for the financial year 2022-23 as required under section 134 and 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 and the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure - 8.

30. RISK MANAGEMENT POLICY

30.1 The Company has a Risk Management Policy to monitor and evaluate risks associated at financial, operational and sectoral levels. The committee takes requisite steps or actions from time to time to mitigate the risks in order to protect the interest of the stakeholders and to achieve the business objective.

30.2 The Risk Management Policy is disclosed on the website of the Company and may be accessed through the following weblink https://www.isgec.com/pdf/ RISKMANAGEMENTPOLICYNEW.pdf.

31. SECRETARIAL STANDARDS

31.1 The Company complies with all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

32. LISTING

32.1 The equity shares of the Company are listed on two stock exchanges viz. BSE Limited and National Stock Exchange of India Limited.

33. DETAILS OF SIGNIFICANT & MATERIAL ORDERS

33.1 There is no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

34. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

34.1 The Company has in place a Policy of Prevention on Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received regarding sexual harassment.

34.2 During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. GENERAL DISCLOSURE

35.1 The Board confirms that:

(i) No application has been made or any proceedings pending under Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2022-23;

(ii) Details of difference between the amount of valuation at the time of one time settlement and valuation done while taking loans from banks or financial institutions are not applicable.

(iii) The Whole-time Directors or Managing Director of the Company do not receive any remuneration or commission from any of its subsidiaries and joint venture companies, except Mr. Sanjay Gulati who is drawing remuneration from Isgec Hitachi Zosen Limited i.e., Subsidiary and Joint Venture company.

36. PERSONNEL

36.1 The Board wishes to express its appreciation to all the employees of the Company for their contribution to the operations of the Company during the year.

37. ACKNOWLEDGEMENTS

37.1 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities, and the Shareholders for their continued co-operation and support to the Company.

Mar 31, 2018

Board''s Report

1.00 The Board hereby presents its Report for the year ended March 31, 2018.

2.00 FINANCIAL SUMMARY:

(Rs, in lakhs)

Particulars		As at March 31, 2018	As at March 31, 2017
I.	ASSETS:
	Fixed Assets	48,475.44	47,972.85
	Other Non-current Assets	20,198.50	19,907.99
	Current Assets	2,64,204.97	2,68,554.08
	Total	3,32,878.91	3,36,434.92
II.	EQUITY AND LIABILITIES:
	Shareholders'' Funds	1,22,284.30	1,12,550.24
	Non-Current Liabilities	30,271.06	22,221.05
	Current Liabilities	1,80,323.55	2,01,663.63
	Total	3,32,878.91	3,36,434.92

Particulars		For the year ended March 31, 2018	For the year ended March 31, 2017
III.	Revenue from Operations Other Income Total Revenue	2,61,536.55 7,234.12 2,68,770.67	3,11,098.70 9,323.71 3,20,422.41
IV.	Total Expenses	2,51,977.31	2,93,656.19
V.	Profit/(Loss) Before Tax	16,793.36	26,766.22
VI.	Tax Expenses including deferred tax	4,895.36	7,902.83
VII.	Profit/(Loss) After Tax	11,898.00	18,863.39
VIII.	Other Comprehensive Income/(Expense)	115.44	(35.90)
IX.	Balance carried to Profit and Loss Account	12,013.44	18,827.49
X.	Basic/Diluted Earning per Share of '' 10/-each	161.81	256.54

3.00 DIVIDEND:

3.01 In the month of March 2018, the Company declared an Interim Dividend of '' 16/- per share which has been disbursed. The Board decided not to recommend final dividend in order to conserve resources.

4.00 STATE OF COMPANY AFFAIRS AND OPERATIONS INCLUDING MANAGEMENT DISCUSSION & ANALYSIS:

4.01 The turnover as well as profitability during the year was lower than the preceding year.

4.02 The turnover was lower because many projects were put on hold due to various reasons, e.g. delayed financial closure, environmental clearance, land acquisition, etc. It was also lower because some of the major orders were booked in the second half of the year and were not scheduled to be completed and dispatched within this financial year. This also led to increase in Work-in-Progress.

4.03 The profitability was lower because:

(a) of increase in costs as a result of increase in raw material prices, particularly steel, since majority of the contracts booked by us were on firm price basis.

(b) there was intense competition putting margins under pressure.

(c) appreciation in rupee during the first 7 to 8 months of the financial year also affected our competitiveness and margins.

(d) export turnover, on which margins are generally higher, was lower because of lesser orders.

(e) of large number of smaller orders.

4.04 With the award of very large value orders in the last quarter of the year, the order book at the close of the year is at a record level. Accordingly, the Company expects growth, both in turnover as well as profitability, in the current year. We were also able to book some good orders for export in the latter part of the financial year.

4.05 In keeping with increasing business and sustained growth outlooks both, capacity and capability are being added at the Tubing and Piping shop at Rattangarh, as well as the Iron Foundry and Press shop at Yamunanagar.

4.06 The Company has engaged the services of M/s. Accenture during the year to optimize cost and improve operating margins. M/s. Accenture are yet to give their final report and recommendations.

4.07 The Company has embarked on a programme to use IT extensively with a view to enhancing efficiencies.

4.08 In a bid to globalize our operations and increase market share, we continued to participate in International Exhibitions and Conferences.

4.09 The Company was successful in booking first-ever orders for:-

(a) Process Gas Waste Heat Boiler, under license from Thermal Engineering International (TEi), USA, which is a highly critical Waste Heat Recovery equipment in Process Plants, namely Oil Refineries, Petrochemicals, Chemicals and Fertilizer Plants.

(b) Heat Recovery Steam Generators (HRSG), under license from NEM (a Siemens Group company), which is a critical equipment for Combined Cycle Power Plants.

BOILERS:

4.10 The Boiler Division maintained an overall market share of 52% in the area it operates in.

4.11 We booked break-through orders during the year such as the largest capacity Travelling Grate Boiler, first Waste Heat Recovery Boiler for a Refinery as well as for a Sponge Iron Plant, and our first Heat Recovery Steam Generator for a Combined Cycle Power Plant.

4.12 We took the challenge of executing orders within reduced timeframes and were successful in doing so, resulting in the booking of repeat orders from many existing customers.

AIR POLLUTION CONTROL EQUIPMENT:

4.13 We have absorbed the Flue Gas Desulphurization (FGD) technology of Babcock Power Environmental Inc., USA and NOx Control technology of Fuel Tech Inc., USA and have qualified to submit offers for such projects, many of which are likely to come up in this year.

4.14 Electrostatic Precipitators supplied with technology from Envirotherm GmbH, Germany, operated satisfactorily and gained widespread acceptance in the market.

SUGAR PLANTS & MACHINERY:

4.15 The Company continues to be a leader in the market for Sugar Plants by providing the latest technology and better project execution capabilities.

4.16 We successfully commissioned our first Standalone Sugar Refinery in Indonesia and a large Sugar Refinery is presently under execution in Saudi Arabia. This is likely to help in securing business from the Gulf nations, as well as from European countries. We also successfully executed a Pharmaceutical Sugar Process unit in West Uttar Pradesh, which is a break-through project.

4.17 We continue to get fresh orders for Distilleries and several projects are under execution at the moment.

4.18 The Research and Development initiatives continued in the development of Vertical Continuous Pan (VCP) and Pharmaceutical Sugar Process.

4.19 The Company is executing contracts to design, engineer, procure, construct, commission and deliver a Bio Refinery project in the Philippines. There was manifestation of latent conditions leading to cost overrun and delay in completion of the project within the contractual delivery date. The Company notified the customer that these risks were to their account under the contract. The customer issued directions to continue with the project and started paying the additional cost to the sub-contractors directly. The project is substantially complete. The customer, on January 30, 2018, however, invoked the Bank Guarantees amounting to about '' 134 crores, terminated the contract, and also claimed damages.

4.20 There was a stay order from the Punjab & Haryana High Court up to April 17, 2018, thereafter, the Bank remitted the amount.

4.21 The Company has referred the dispute to Arbitration under the Singapore International Arbitration Centre (SIAC).

4.22 The legal advice is that the Company has good prospects of success in proving its claims against the customer and accordingly no provision has been made in the books of accounts.

ENGINEERING PROCUREMENT AND CONSTRUCTION (EPC) PROJECTS:

4.23 The EPC Division continues to do well in Power Plant projects of up to 100 MW. Besides domestic projects, we successfully completed a project in South East Asia and have been awarded repeat orders for two similar Power Plant projects from the same business group.

4.24 Diversification into projects for Material Handling has led to securing large value orders. The orders include projects pertaining to Material Handling at Ports, as well as for delivering coal from Mines to Power Plants. This business is expected to do well.

4.25 Regarding the diversification into Construction of Factories we have successfully executed the building of a manufacturing unit for the Railways and have now secured another such contract.

PRESSES AND CONTRACT MANUFACURING:

4.26 Growth in the automotive domestic market continues. The Division has a record order book.

4.27 Division''s Export order booking was good.

4.28 In exports, we expect to book more business from Europe, North America and South East Asia after our focused approach to target these markets and create references. The Company recently booked large orders from developed countries, which included a repeat order as well as an order for a sophisticated ''Servo'' Press.

4.29 Order book for Standard Mechanical Presses manufactured at the Bawal Unit of the Company was at an all time record.

4.30 As a part of our Research and Development initiative we are embarking upon Industry 4.0 for on-time monitoring and trouble-shooting. It will help in predictive failure analysis and guidance for conducting preventive maintenance.

4.31 We have also successfully designed and developed a prototype monobar transfer system for automatic transfer of components which was demonstrated at the IMTEX, 2018 exhibition.

4.32 As for Contract Manufacturing, due to a shift in preference by the Indian Railways for electric locomotives, business for Crank Cases & Engine Blocks has been affected. We are continuing to focus on Railways for other businesses. We are also focusing on Non-Automotive Sectors such as Nuclear and Defense, involving advanced manufacturing technology.

PROCESS EQUIPMENT:

4.33 The Division continued to have a good order booking during the year owing to the fuel quality up-gradation projects being undertaken by all Oil Refineries in India, as well as, Petro-Chemical and new Super Critical Thermal Power projects.

4.34 Following were the highlights of the year:

- The Division''s export booking was good. The total export order stood at approximately 22% of the total order booking.

- First order booked for supply to Russia.

- Received first-ever order for Process Gas Waste Heat Boiler (a special Shell and Tube type Heat Exchanger) for supply in India, thereby adding a new product which will be manufactured under the license of TEi, USA.

4.35 Considering the Government of India''s focus on setting up twelve additional Nuclear Power Reactors, we have successfully qualified for most of the critical equipment of the Nuclear Islands and are bidding for two Reactors which are presently under procurement. We also stand in good stead for the bulk ordering of the balance ten Reactors in the future.

TUBING AND PIPING:

4.36 Tubing and Piping Spool fabrication shop was under-loaded during the year due to unfavorable market conditions.

4.37 Subsequently there was improvement in market conditions and we were successful in getting the following prestigious orders during the year:-

- Piping Spools for Super Critical Thermal Power projects.

- Order for Heat Recovery Steam Generator Piping.

- Captive Power Plant Piping for supply to a country in Africa.

- Order for Pressure Parts for supply to a Power Plant in Gulf/Middle East.

4.38 The shop attained accreditation to European Code for welding of metals - EN:3834, during the year. This will help us in being competitive for requirements from the European market.

LIQUIFIED GAS CONTAINERS:

4.39 The Company continues to be the leader in the world market for supply of Chlorine Ton Containers. The Company has developed Baby Cylinders (for 68 kg and 100 kg) as well as Vertical Half Ton Containers for the export and domestic markets. Production for Baby Cylinders was started during the year and these were exported to three countries.

4.40 Containers for the new generation of Refrigerant Gases supplied by the Division are working well. The Division is the first Company in the world to receive dual approval from DOT, USA and Petroleum and Explosive Safety Organization (PESO), India, for the Refrigerant Container model.

IRON FOUNDRY:

4.41 The Iron Foundry continues to do well and surpassed the record it established last year.

4.42 We could book large value orders for export from countries in Europe and Asia.

STEEL FOUNDRY:

4.43 In spite of the depressed market for Steel Castings from the Steam & Hydro Power Sector, the unit was able to book good orders for Steam Turbine Castings for supply to Europe and in India.

4.44 Efforts to develop specified grades such as Duplex, Super Duplex and Nickel based Alloys has started yielding results and the unit could book some good orders in these grades.

4.45 We achieved a major break-through with our first order for Nickel based Alloy INCONEL 625 grade Castings, which is under execution.

4.46 We have further developed Super Critical grade P92 material, which is expected to generate good business in the coming years.

5.00 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES AND JOINT VENTURE COMPANIES:

(A) SARASWATI SUGAR MILLS LIMITED (WHOLLY OWNED SUBSIDIARY COMPANY):

(i) There was a profit of '' 4,994.76 lakh because of relatively good average sugar price realization during the Financial Year.

(ii) All India production during the sugar season 2017-18 is expected to be about 325 lakh tonnes, whereas consumption continues to be 250 lakh tonnes. Consequently, the sugar price has been in a more or less continuous free fall. The price today is substantially below the cost of production.

(iii) The higher production of sugarcane also meant higher production of by-products affecting price realization from the by-products.

(iv) The Government has been trying to prop up the market, for example, by restricting the maximum quantity that Mills could sell in certain months and also announcing a compulsory export quota but none of these measures has had any lasting effect on the market. Your factory has been allotted a quota of 11813 tonnes for export which has been valued at realizable price.

(v) Under the circumstances, there were vast arrears of sugarcane payments. As per unconfirmed press reports, the Central Government may come up with another proposal for giving relief for clearing cane arrears.

Factory Working:

(vi) The Central Government has fixed Fair and Remunerative Price which is linked to recovery. However, the State government has fixed a higher price of '' 330/- per quintal of sugarcane. This has been '' 10/- more than the previous year.

(vii) The working of the factory was satisfactory. The average crushing per day was higher than the preceding year. The statistical position is as under:

Particulars	Sugar Season (October to September)
Saraswati Sugar Mills (SSM)	2017-18	2016-17
Date of Start of crushing operations by SSM	21.11.2017	22.11.2016
Date of Close of crushing operations by SSM	26.05.2018	30.04.2017
Cane Crush by SSM (Lakh Tonnes)	17.69	14.54
Recovery (%)	11.50	11.36
Production of SSM (Lakh Tonnes)	2.03	1.65

All India	Sugar Season (October to September)
Production of Sugar (Lakh Tonnes)	*325	203
Consumption of Sugar (Lakh Tonnes)	*250	240

*These are estimated, as the sugar season is yet to close.

Next Season:

(viii) Sugarcane availability is likely to be more or less the same as the preceding year. Since general elections are scheduled to be held in June 2019, there are chances of further increases in the prices of sugarcane.

(ix) Unless some policy measures are taken by the Government, the financial results are not likely to be good.

(B) ISGEC HITACHI ZOSEN LIMITED (SUBSIDIARY AND JOINT VENTURE COMPANY):

(i) The Company executed substantial orders during the current year and achieved a turnover and profit of Rs, 441 crores and Rs, 22 crores respectively. Due to global slowdown and increased competition in the international market, order booking was less during the year. However, during the current Financial Year, till date we have booked good orders which include orders for two new products for Fertilizer plants.

(ii) Delivery performance during the year was good.

(iii) During the year, the Company satisfactorily delivered critical Reactors made out of special alloy steel as well as Coke Drums as per new technology, to major oil companies in India.

(iv) Market in India and overseas is expected to improve owing to investments in new Refinery projects, up-gradation of existing Refinery units, and revival of the old Fertilizer units at Gorakhpur, Barauni and Sindri.

(i) This is the third year of its incorporation. The turnover and profit during the year was Rs, 1473.66 lakhs and Rs, 83.96 lakhs respectively against a turnover of Rs, 49.28 lakhs and profit of Rs, 1.57 lakhs last year.

(ii) The Company has progressed well and now has a stand-alone manufacturing unit which is accredited with ASME-U stamp and ISO certifications.

(iii) With training and knowledge sharing by Titan Metal Fabricators, USA, the Company could satisfactorily execute its orders for Heat Exchangers and other equipment made of exotic material of construction, viz. hastelloy, titanium and incoloy for various Chemical Industries such as Soda Ash, Nitric Acid, and Pulp & Paper.

(iv) Besides these orders, the Company had a break-through by booking orders from a world renowned Process Licensor in the Fertilizer sector and a multinational company in the Oil and Gas sector. One of these orders is as per their proprietary design and very critical from the fabrication perspective. With support from both the partners, the Company has started showing good results and consultants are recommending its name to the ultimate clients. This has happened after the successful execution of a series of orders, major being for Soda Ash and Nitric Acid Plants.

(v) The Company has a good inflow of enquiries from domestic as well as overseas markets and the Company expects to have a reasonable growth in order booking in the coming year.

(D) ISGEC FOSTER WHEELER BOILERS PRIVATE LIMITED (SUBSIDIARY AND JOINT VENTURE COMPANY):

(i) This is the third year of incorporation of the Company. The revenue increased to Rs, 587.70 lakh as compared to Rs, 200.69 lakh in the preceding year.

(ii) During the year, the Company expanded its capacity by increasing manpower for executing the engineering contracts.

(iii) Sumitomo SHI FW Energia Oy, which has taken over the CFBC portfolio of Amec Foster Wheeler Energia Oy expanded the scope of training to more areas enabling the Joint Venture to enlarge its area of operation.

(E) ISGEC REDECAM ENVIRO SOLUTIONS PRIVATE LIMITED (SUBSIDIARY AND JOINT VENTURE COMPANY):

(i) The Company, within a short time of one year, has secured good business.

(ii) The Company offers solutions, viz. Bag Filters, Hybrid Filters, Electrostatic Precipitators (non

fossil fuel), Dry Flue-Gas Desulfurization (FGD) units and Selective Catalytic Reduction (SCR) for DeNOx applications in the industrial segment.

(iii) The Company has been able to generate enquires for Bag Filters from end users, such as Cement plants, Steel plants, Material Handling plants for Power and Minerals and Cement.

(iv) There is an emerging market for Dry Flue-Gas Desulfurization operating on Sodium Bicar (having low capital cost). Redecam has experience in this technology and, with their cooperation, the Company has been able to offer solutions in the market. The product is likely to generate some business in the coming years.

(v) The Company has also offered Hybrid Filters (a particulate control solution combining ESP & Bag Filters) for the first time on the strength of Redecam''s experience, and has been technically accepted by customers.

(vi) The Company has expanded its marketing activities and expects to book better business in the future.

(F) OTHER WHOLLY OWNED SUBSIDIARY COMPANIES:

(i) Free Look Software Private Limited, Isgec Export Limited and Isgec Covema Limited:

There was no commercial activity during the year.

(ii) Isgec Engineering & Projects Limited:

There was no commercial activity during the year except letting out of property at Kasauli.

6.00 EXTRACT OF ANNUAL RETURN:

6.01 An extract of the Annual Return of the Company in prescribed form MGT-9 is annexed herewith, as Annexure-1.

7.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

7.01 Six Board Meetings were held during the year, ended March 31, 2018.

8.00 DIRECTORS'' RESPONSIBILITY STATEMENT:

8.01 Your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the financial year 2017-18, the applicable Accounting Standards have been followed and there are no material departures;

(b) The Directors have selected such accounting policies with the concurrence of the Statutory Auditors 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 of the Company for the financial year;

(c) The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and

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

9.00 INDEPENDENT DIRECTORS:

9.01 All the Independent Directors have furnished declarations that each of them meets the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

10.00 POLICY ON DIRECTORS'' APPOINTMENT / REMUNERATION OF DIRECTORS / KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

10.01 The Nomination and Remuneration Committee constituted by the Company has formulated criteria for determining qualifications, positive attributes and independence of the Directors. The Committee has also recommended to the Board a Policy relating to remuneration ensuring:

(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate key managerial personnel of the quality required to run the company successfully;

(ii) relation of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives, appropriate to the working of the Company and its goals.

11.00 EXPLANATION OR COMMENTS ON QUALIFICATION ETC., BY AUDITORS AND COMPANY SECRETARY IN PRACTICE:

11.01 There is no qualification, reservation or adverse remark or disclaimer made by the Auditors in the Auditors'' Report or by the Company Secretary in Practice in Secretarial Audit Report needing explanation or comments by the Board.

11.02 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

12.00 PARTICULARS OF LOANS / GUARANTEES / INVESTMENTS:

12.01 Particulars of Loans given, Investments made, or Securities provided under Section 186 of the Companies Act are annexed as Annexure-2.

13.00 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

13.01 The Company has formulated a Policy on Materiality of Related Party transactions and also on dealing with Related Party transactions as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Related Party transactions has been disclosed on the website of the Company.

13.02 The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, are given in the prescribed Form AOC-2, annexed as Annexure-3.

14.00 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE YEAR:

14.01 There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

15.00 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

15.01 The required information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed hereto as Annexure-4.

16.00 RISK MANAGEMENT POLICY:

16.01 The Board has developed and implemented a Risk Management Policy for the Company, including for identifying elements of risk, which in the opinion of the Board may threaten the existence of the Company. In terms of the Policy, a detailed risk review is done by unit Level Committee or Corporate Level Committee (depending upon value of the order) before accepting any order. All the terms and conditions, both financial and technical, are reviewed. All steps are taken to mitigate risks.

16.02 In addition, the Board has laid down a Foreign Exchange Risk Management Policy, which is implemented for hedging Forex risk.

16.03 The Company also takes adequate insurance to protect its assets.

17.00 CORPORATE SOCIAL RESPONSIBILITY:

17.01 The Company has a Corporate Social Responsibility Committee of the Board of Directors as under:-

S.No	Name of the Committee Member	Position
1.	Mr. RanjitPuri (DIN: 00052459)	Chairman
2.	Mr. Aditya Puri (DIN: 00052534)	Member
3.	Mr. Vinod Kumar Sachdeva (DIN: 00454458)	Member

17.02 In addition to the amount of '' 3.60 lakh pertaining to the previous year, the Company was required to spend a further amount of '' 489.19 lakh for the year ended March 31, 2018 i.e. an aggregate amount of '' 492.79 lakh.

17.03 The Company has spent Rs, 473.20 lakh as under:-

a) On Social Projects, including expenditure

in areas around Yamunanagar, Delhi : Rs, 303.20 lakh

b) Contribution to Prime Minister''s National Relief Fund : Rs, 170.00 lakh

Total : Rs, 473.20 lakh

17.04 Balance amount of Rs, 19.59 lakh, will be spent during the current year in accordance with the CSR Policy of the Company.

17.05 The annual report on Corporate Social Responsibility is given in the prescribed format annexed as Annexure-5.

18.00 ANNUAL EVALUATION BY THE BOARD:

18.01 On the recommendation of the Nomination and Remuneration Committee, the Board has finalized the Evaluation Process to evaluate the entire Board, Committees, Executive Directors and Non-Executive Directors.

18.02 The method of evaluation, as per the Evaluation Process, is to be done by internal assessment through a detailed questionnaire to be completed by individual Directors.

18.03 In accordance with the Companies Act and the Listing Requirements, the evaluation is done once in a year, after close of the year and before the Annual General Meeting.

19.00 DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL:

19.01 No change in the constitution of Board of Directors during the year. No change in Key Managerial Personnel during the year.

20.00 NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

20.01 No new company has become or ceased to be a subsidiary, joint venture or associate company during the year.

21.00 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:

21.01 There is no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

22.00 INTERNAL FINANCIAL CONTROLS:

22.01 The Company has adequate internal financial controls with reference to financial statements and these are working effectively.

23.00 COMPOSITION OF AUDIT COMMITTEE:

23.01 The composition of Audit Committee is as below:-

S.No	Name of the Committee Member	Position
1.	Mr. Vinod K. Nagpal (DIN: 00147777)	Chairman
2.	Mr. Arun Kathpalia (DIN: 00177320)	Member
3.	Mr. Aditya Puri (DIN: 00052534)	Member

23.02 There is no recommendation by the Audit Committee which has not been accepted by the Board.

24.00 REPORT ON CORPORATE GOVERNANCE:

24.01 Report on Corporate Governance for the year under review, as stipulated under the SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015, is annexed as Annexure- 6.

25.00 CONSOLIDATED FINANCIAL STATEMENTS:

25.01 In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report.

25.02 Further, as required under Rule 5 of the Companies (Accounts) Rules 2014, a statement in form AOC-1 containing salient features of the financial statements of the subsidiary companies is attached as Annexure-7.

26.00 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013:

26.01 Disclosures regarding remuneration as required under Section 197 (12) of the Companies Act, 2013 are annexed as Annexures-8 and 9 respectively.

27.00 VIGIL MECHANISM:

27.01 The Company has established a Vigil Mechanism for Directors and Employees in accordance with Subsection (9) and (10) of Section 177 of the Companies Act, 2013. Details of Vigil Mechanism are given in the Corporate Governance Report. The Vigil Mechanism has been disclosed on the website of the Company.

28.00 SECRETARIAL AUDIT REPORT:

28.01 The Board of Directors of the Company has appointed M/s. Ranjeet Verma & Associates, Company Secretaries, to conduct the Secretarial Audit.

28.02 Pursuant to Section 204 of the Companies Act, 2013, a Secretarial Audit Report given by Mr. Ranjeet Verma of M/s. Ranjeet Verma & Associates, Company Secretaries, is annexed as Annexure-10.

29.00 SECRETARIAL STANDARDS:

29.01 The Company complies with all applicable secretarial standards.

30.00 PERSONNEL:

30.01 The Board wishes to express its appreciation to all the employees of the Company for their contribution to the operations of the Company during the year.

31.00 INDUSTRIAL RELATIONS:

31.01 Industrial relations remained peaceful.

32.00 ACKNOWLEDGEMENTS:

32.01 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities and the Shareholders for their continued co-operation and support to the Company.

32.02 With these remarks, we present the Accounts for the year ended March 31, 2018.

BY ORDER OF THE BOARD

Vinod K. Nagpal Aditya Puri Sidharth Prasad

Director Managing Director Director

DIN: 00147777 DIN: 00052534 DIN: 00074194

Place: Noida

Date: May 28, 2018

Mar 31, 2017

1.00 The Board hereby presents its Report for the year ended March 31, 2017.

2.00 FINANCIAL SUMMARY:

(Rs. in lakhs)

Particulars		As at March 31, 2017	As at March 31, 2016	As at April 1, 2015
I.	ASSETS: Fixed Assets Other Non-current Assets Current Assets	47,972.84 15,437.55 2,73,024.53	47,047.46 15,889.58 2,77,711.88	40,978.80 14,846.08 2,29,474.98
	Total	3,36,434.92	3,40,648.92	2,85,299.86
II.	EQUITY AND LIABILITIES: Shareholders'' Funds Non-Current Liabilities Current Liabilities	1,12,550.24 22,221.05 2,01,663.63	95,710.64 27,284.83 2,17,653.45	78.827.52 29.493.53 1,76,978.81
	Total	3,36,434.92	3,40,648.92	2,85,299.86

Particulars		For the year ended March 31, 2017	For the year ended March 31, 2016
III.	Revenue from Operations Other Income Total Revenue	3,11,098.70 9,323.71 3,20,422.41	3,95,498.62 6,098.92 4,01,597.54
IV.	Total Expenses	2,93,656.19	3,73,313.68
V.	Profit/(Loss) Before Tax	26,766.22	28,283.86
VI.	Tax Expenses including deferred tax	7,902.83	9,291.53
VII.	Profit/(Loss) After Tax	18,863.39	18,992.33
VIII.	Other Comprehensive Income/(Expense)	(35.90)	(339.23)
IX.	Balance carried to Profit and Loss Account	18,827.49	18,653.10
X.	Basic/Diluted Earnings per Share of Rs. 10 each	256.54	258.30

3.00 DIVIDEND:

3.01 In the month of January, 2017 the Company declared an Interim Dividend of Rs. 15/- per share. Your Directors are pleased to recommend a Final Dividend of Rs. 15/- per share aggregating Rs. 30/- per share (inclusive of interim and final) for the current financial year. The Final Dividend if approved and declared in the forthcoming Annual General Meeting, would result in a total outflow of Rs. 1102.91 lakhs.

4.00 STATE OF COMPANY AFFAIRS AND OPERATIONS INCLUDING MANAGEMENT DISCUSSION & ANALYSIS:

4.01 The turnover of the Company was less than the preceding year mainly due to adverse economic environment in both, the domestic and global markets; and deferment of investment decisions by customers due to scarcity of finances.

4.02 In spite of the lower turnover the Company could maintain reasonable profit due to continued and intensive efforts towards cost control and value engineering.

4.03 The order book at the close of the year is good.

4.04 The Company has identified various growth strategy initiatives. One of the business opportunities identified is Air Pollution Control Equipment. The Company has concluded technology tie-up arrangements to cover almost the entire range of Air Pollution Control Equipment required for coal based power plants as also some equipment for other industries.

4.05 These include the incorporation of a Joint Venture Company named Isgec Redecam Enviro Solutions Private Limited, with Redecam S.P.A, Italy, for Bag Filters and Hybrid Filters for particulate Matter Reduction in Cement and Steel Plants.

4.06 The other technology tie-ups were for Selective Non-Catalytic Reduction Units with Fuel Tech, USA for reduction of Nitrogen Oxide (NOx) in Thermal Power Plants and Cement Plants, and for Wet Flue Gas Desulfurization Units with Babcock Power Environmental, USA for reduction of Sulfur Dioxide (SOx) in Thermal Power Plants.

4.07 Technology transfer agreements with regard to other equipment executed during the year are as under:-

A) Cement Machinery:

(i) Pyro Processing and Clinker Cooler Units for Cement Plants with Claudius Peters, Germany and Partner Teknik, Turkey.

B) Presses:

(i) Hot Stamping Presses with AP&T, Sweden.

C) Water Treatment:

(i) Industrial Waste Water Treatment and Desalination Plants with RWL Water, Israel.

D) Process Plant Equipment:

(i) Screw Plug Heat Exchangers and Process Waste Heater Boilers with TEi, USA.

(ii) Process Fired Heater with Riley Power, USA.

4.08 Some of these tie-ups are expected to result in business in the years to come. No major investments are envisaged for the manufacture of these products.

4.09 In view of the adverse economic environment, the export order booking was less than last year. The appreciation of rupee also affected competiveness adversely.

4.10 However, our focus on exports continued during the year. The efforts included regular visits to existing customers as well as prospective customers, Engineering Procurement and Construction (EPC) companies, International Consultants and also participation in International Exhibitions and Conferences.

4.11 The Company was the Platinum Sponsor at the International Society of Sugarcane Technologists Conference. The officers and consultants of the Company presented six technical papers during the conference.

4.12 The company also participated in Metal Forming Exhibitions in Japan, Indonesia, Russia, Vietnam and Germany.

BOILERS AND AIR POLLUTION CONTROL EQUIPMENT:

4.13 The Boiler Division continued to be the leader in its range of large Industrial Boilers in the Domestic market.

4.14 The Company booked its first order for a Cement-Waste Heat Recovery Boiler and also for a large Blast Furnace Gas Fired Boiler.

4.15 With a focus on delivery, the Division was able to shorten the cycle time of its products. For instance, it commissioned a large Circulating Fluidized Bed Combustion Boiler of 300 tph capacity in less than 15 months.

4.16 Slop Fired Boiler, a pollution control solution for Distilleries, supplied by your Company have been operating well in India and abroad. This has enable the Company to secure more order for such Boilers.

4.17 Electrostatic Precipitators supplied with technology from Envirotherm GmbH, Germany, operated satisfactorily and gained widespread acceptance in the market.

SUGAR PLANTS & MACHINERY:

4.18 The Company continues to be a global leader for the supply of Sugar Plants & Machinery.

4.19 The Company successfully completed four Complete Sugar Plants and seven Modernization and Expansion Projects during the year under report.

4.20 The Company is executing orders for two large Falling Film Evaporators and one large Mill. When commissioned, these will be the largest such Evaporators and Mill to be working in India.

4.21 The business of Projects for Distillery and Sugar Refinery progressed well.

4.22 Orders of two Distillery Plants along with Boiler, Power Plant and Civil Construction (30 KLPD & 40 KLPD) were supplied and commissioned in a record time of 10.5 months. A fresh order for a Distillery of a capacity of 160 KLPD has been received recently.

4.23 The first Standalone Sugar Refinery project is under execution in Indonesia. Fresh orders for Standalone Refineries have been received from Central America. An order has also been received for machinery for a Standalone Refinery with a capacity of 2500 tonnes of refined sugar per day for supply to Saudi Arabia.

4.24 The Division has filed application for Patents for some Sugar Machinery items.

EPC DIVISION:

4.25 The EPC Division continues to be the leader in EPC Power Plants of less than 100 MW.

4.26 The Division has diversified into the projects of material handling and has secured its first such order, which is presently under execution. The Division has also secured its first order for construction of a factory for the Indian Railways, where the Division will supply equipment to the specifications given by the Railways.

PRESSES AND CONTRACT MANUFACTURING:

4.27 The Division, over the years, has developed a sophisticated and technologically advanced range of Presses. This has resulted in record orders.

4.28 The orders for Standard Mechanical Presses (SMP) manufactured at the Bawal Unit of the Company were also at a record level at the close of the year.

4.29 In addition to the Automotive Sector, your Company has secured good orders from Non-Automotive Sectors, including Defence, Dairy and Railways.

4.30 The technical agreement with AP&T, Sweden, will help the Division in getting business for Hot Forming Hydraulic Presses, which will enable car manufacturers to achieve higher safety standards.

PROCESS EQUIPMENT:

4.31 The Government of India has taken initiatives to revive fertilizer units. The implementation of EURO VI emission norms will also involve investments in oil refineries. The market scenario for the coming years is, therefore, optimistic with new projects lined up in the fertilizer and refinery sectors.

4.32 During the year under report, the Company made a break-through in securing orders for High Pressure Exchangers for the Fertilizer sector and High Pressure Feedwater Heaters for the Power sector. Repeat orders for Condensers and Low Pressure Feedwater Heaters were also received.

TUBING AND PIPING:

4.33 As reported last year, the Company increased its Piping manufacturing capacity substantially.

4.34 During the year, the Division received approvals to become a supplier for projects of NTPC, EIL and other reputed Indian and International customers.

4.35 The Division also obtained ASME ''PP'' certification and received orders for execution with ''PP'' stamping.

4.36 The Division hopes to book substantial business from both domestic and export markets.

LIQUIFIED GAS CONTAINERS:

4.37 The Company continues to be the leader in the world market for the supply of Chlorine Ton Containers.

4.38 The Division has successfully developed and tested new models of Containers for new generation of Refrigerant Gases. These have also been approved by the Government of India. The Containers supplied for the Refrigerant Gases are working well.

IRON FOUNDRY:

4.39 The Iron Foundry Division had a record turnover during the year. The efforts towards export have fructified and the Division could book good orders from the European market.

STEEL FOUNDRY:

4.40 The market for Steel Castings for Steam Power and Hydro Power sectors was depressed during the year. However, the Unit was able to get good orders from other Sectors such as Pump & Valves.

4.41 Efforts in the recent years to develop sophisticated grades such as duplex, super duplex and nickel based alloys helped the Company to increase its market share.

4.42 As many of the customers want Castings in a finish machined condition, the installation of a finish machining facility by the Unit is in progress.

5.00 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES AND JOINT VENTURE COMPANIES:

(A) SARASWATI SUGAR MILLS LIMITED (WHOLLY OWNED SUBSIDIARY COMPANY):

(i) The Company made good profits. This enabled the Company to recover the losses incurred during the preceding two years.

(ii) The sugarcane prices and the sugar prices continue not to be linked in the current policy. In the preceding two years, high Sugarcane Prices Fixed by the State Government led a steep increase in Sugarcane and Sugar production. The sugar prices dropped below the cost of production. The industry, as well as your factory, suffered substantial losses.

(iii) This led to huge sugarcane arrears all over India. The Haryana Government gave financial assistance to pay the cane price and your Company has no Sugarcane arrears. The growers reduced sugarcane planting leading to lower sugarcane availability. In addition there were draught conditions in the major sugar producing states of Maharashtra and Karnataka. All India sugar production, therefore, fell sharply during the season 2016-17 and is expected to be around 200 lakh tonnes as against 251 lakh tonnes in the preceding season. Due to lower production sugar prices during the year under report increased substantially and the financial results were excellent.

(iv) In order to control the sugar prices, the Central Government allowed import of 5 lakh tonnes of raw sugar at zero duty. With the result the sugar price reduced somewhat from the peak.

WORKING:

(v) Following the Uttar Pradesh Government, the Haryana Government also increased the sugarcane prices by Rs. 10 per quintal during the season 2016-17. With the result, like the last year, Haryana sugar mills paid the highest cane price in India. The comparative sugarcane prices in Haryana and Uttar Pradesh are as under:-

Variety	Haryana		Uttar Pradesh
Variety	Season 2016-17 (Rs. per Quintal)	Season 2015-16 (Rs. per Quintal)	Season 2016-17 (Rs. per Quintal)	Season 2015-16 (Rs. per Quintal)
Early	320	310	315	290
Mid	315	305	305	280
Late	310	300	300	275

(vi) Consequently, the area under sugarcane increased and so also the availability of sugarcane. The Company, therefore, started crushing operations early and closed later than the preceding season.

(vii) The working of the sugar factory was very good. The sugar recovery though good, was less than the previous year due to climatic factors.

(viii) The Statistical information is given below:-

Particulars	Sugar Season (October to September)
Saraswati Sugar Mills	2016-17	2015-16
Date of Start of crushing operations	22.11.2016	28.11.2015
Date of Close of crushing operations	30.04.2017	06.04.2016
Cane Crush (Lakh Tonnes)	14.54	11.91
Recovery (%)	11.36	11.55
Production (Lakh Tonnes)	1.65	1.38

All India	Sugar Season (October to September)
Production of Sugar (Lakh Tonnes)	** 203	251
Consumption of Sugar (Lakh Tonnes)	**240	248

** These are estimated, as some sugar mills are still crushing. Source: Indian Sugar Mills Association.

(ix) The soft loan given by the Haryana Government during 2014-15 has been repaid. Part of the interest free loan given by the Haryana Government has also been repaid.

Season 2017-18:

(x) As mentioned above the State Advised Price for sugarcane paid by the Haryana mills in the last few sugar seasons was the highest in India. High cane prices encouraged more planting of sugarcane. The availability of sugarcane during the season is likely to increase further.

(xi) As is the case with the sugar Industry, the financial results will depend on the sugarcane price to be announced by the State Government and the sugar prices realized from the market.

(B) ISGEC HITACHI ZOSEN LIMITED (SUBSIDIARY AND JOINT VENTURE COMPANY):

(i) The financial results continue to be good.

(ii) The Company started the year with heavy order book. Further, the Company received large order from Toyo Engineering India Private Limited in early April 2016. The shops were well loaded.

(iii) The Company''s on time delivery performance during the year was good and most customers have appreciated the same.

(iv) During the year the Company has supplied its first Reactor in Vanadium Modified Steel to Bharat Petroleum Corporation Limited (BPCL).

(v) The Market in India during the coming year is likely to be good due to start of investments by Oil Refineries to meet EURO VI norms. Some fertilizer Projects are also expected to start ordering Equipment in this year.

(i) The Company has progressed well. The Company has now stand-alone manufacturing unit. Various accreditations, such as ISO and ASME certifications of the unit, are in progress.

(ii) With training and knowledge sharing by Titan Metal Fabricators, the Joint Venture Partner in the Company, the Company could execute orders of two Titanium Tube Bundles for Hindustan Petroleum Corporation Limited (HPCL) and two Tantalum Heat Exchangers for JSW Steels Limited.

(iii) Besides the aforesaid orders, the Company made break-through by booking orders for a Falling Film Evaporator and Calciner Gas Cooler from a Soda Ash Plant in India, 4 Nos. Titanium Tube Bundles from Oman, Hastealloy Internals for supply to Qatar, as well as equipment for Chemical & Paper Plants in India.

(iv) The Company has a good inflow of enquiries from the domestic as well as overseas markets and expect to have a reasonable growth in order booking in the coming year.

(D) ISGEC FOSTER WHEELER BOILERS PRIVATE LIMITED [SUBSIDIARY AND JOINT VENTURE COMPANY]:

(i) During the year under report, the Company created Engineering Set-up for executing engineering contracts.

(ii) With training and knowledge sharing by Amec Foster Wheeler, the Company is fully equipped to do Engineering work for International Projects.

(iii) During the year, Amec Foster Wheeler awarded contracts for executing Engineering for two International Projects.

(iv) The Company generated revenue of Rs. 190 lakh.

(v) As for the current year, the Company expects more engineering contracts from Amec Foster Wheeler and has projected a higher revenue for the coming year.

(E) ISGEC REDECAM ENVIRO SOLUTIONS PRIVATE LIMITED [SUBSIDIARY AND JOINT VENTURE COMPANY]:

(i) The Company is on its way to build organization for sales and proposal engineering.

(ii) The Company is also in the process of getting registered with the end users such as cement plants, steel plants and their consultants.

(iii) Having previous reference of supply by Redecam in India, the Company is expected to do well.

(F) OTHER WHOLLY OWNED SUBSIDIARY COMPANIES:

(i) Free Look Software Private Limited, Isgec Export Limited and Isgec Covema Limited:

There was no commercial activity during the year.

(ii) Isgec Engineering & Projects Limited:

The property purchased by the Company at Kasauli has been let out. There was no other commercial activity during the year.

6.00 EXTRACT OF ANNUAL RETURN:

6.01 An extract of the Annual Return of the Company in prescribed form MGT-9 is annexed herewith, as Annexure-1.

7.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

7.01 Seven Board Meetings were held during the year, ended 31st March, 2017.

8.00 DIRECTORS'' RESPONSIBILITY STATEMENT:

8.01 Your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the financial year 2016-17, the applicable Accounting Standards have been followed and there are no material departures;

(d) The Directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and

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

9.00 INDEPENDENT DIRECTORS:

9.01 Mr. Arun Kathpalia, Mr. Tahir Hasan, Mr. Vinod Kumar Sachdeva and Mr. Vinod Kumar Nagpal, Independent Directors, were reappointed by the Board for a term from April 01, 2017, to until the conclusion of Annual General Meeting to be held in the year 2020, subject to approval of the Shareholders in the next Annual General Meeting.

9.02 All the Independent Directors have furnished declarations that each of them meets the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

10.00 POLICY ON DIRECTORS'' APPOINTMENT / REMUNERATION OF DIRECTORS / KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate key managerial personnel of the quality required to run the company successfully;

(ii) relation of remuneration to performance is clear and meets appropriate performance benchmarks; and

11.00 EXPLANATION OR COMMENTS ON QUALIFICATION ETC., BY AUDITORS AND COMPANY SECRETARY IN PRACTICE:

11.02 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

12.00 PARTICULARS OF LOANS / GUARANTEES / INVESTMENTS:

12.01 Particulars of Loans given, Investments made or Securities provided under section 186 of the Companies Act are annexed as Annexure-2.

13.00 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

13.02 The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, are given in the prescribed Form AOC-2, annexed as Annexure-3.

14.00 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE YEAR:

15.00 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

15.01 The required information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed hereto as Annexure-4.

16.00 RISK MANAGEMENT POLICY:

In terms of the Policy, a detailed risk review is done by Unit Level Committee or Corporate Level Committee (depending upon value of the order) before accepting any order. All the terms and conditions, both financial and technical, are reviewed. All steps are taken to mitigate risks.

16.02 In addition, the Board has laid down a Foreign Exchange Risk Management Policy, which is implemented for hedging Forex risk.

16.03 The Company also takes adequate insurance to protect its assets.

17.00 CORPORATE SOCIAL RESPONSIBILITY:

17.01 The Company has Corporate Social Responsibility Committee of the Board of Directors as under:-

S. No	Name of the Committee Member	Position
1.	Mr. Ranjit Puri (DIN: 00052459)	Chairman
2.	Mr. Aditya Puri (DIN: 00052534)	Member
3.	Mr. Vinod Kumar Sachdeva (DIN: 00454458)	Member

17.02 In addition to the amount of Rs. 110.63 lakh pertaining to the previous year, the Company was required to spend a further amount of Rs. 372.22 lakh for the year ended 31st March 2017 i.e. an aggregate amount of Rs. 482.85 lakh.

17.03 The Company has spent Rs. 479.25 lakh as under:-

a) On the Social Projects including expenditure in areas around Yamunanagar, Delhi : Rs. 239.25 lakh

b) Contribution to Prime Minister''s National Relief Fund : Rs. 240.00 lakh

Total : Rs. 479.25 lakh

17.04 Balance amount of Rs. 3.60 lakh, provided in the Profit & Loss Account, will be spent during the current year in accordance with the CSR Policy of the Company.

17.05 The annual report on Corporate Social Responsibility is given in the prescribed format annexed as Annexure-5.

18.00 ANNUAL EVALUATION BY THE BOARD:

18.02 The method of evaluation, as per the Evaluation Process, is to be done by internal assessment through a detailed questionnaire to be completed by individual directors.

18.03 In accordance with the Companies Act and the Listing Requirements, the evaluation is done once in a year, after close of the year and before the Annual General Meeting.

19.00 DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL:

19.01 Mr. Vishal Kirti Keshav Marwaha (DIN 00164204) was appointed as Additional Independent Director during the year.

20.00 NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES:

20.01 Isgec Redecam Enviro Solutions Private Limited was incorporated as a Joint Venture Company along with Redecam Group S.p.A., Italy. The total paid-up capital is Rs. 2,00,00,000/-. Your Company has contributed Rs. 102,00,000 i.e. 51% and Redecam Group S.P.A. Italy has contributed Rs. 98,00,000 i.e. 49% subscription towards capital in March 2017.

21.00 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:

21.01 There is no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

22.00 INTERNAL FINANCIAL CONTROLS:

22.01 The Company has adequate internal financial controls with reference to financial statements and these are working effectively.

23.00 COMPOSITION OF AUDIT COMMITTEE:

23.01 The composition of Audit Committee is as below:-

S. No	Name of the Committee Member	Position
1.	Mr. Vinod K. Nagpal (DIN: 00147777)	Chairman
2.	Mr. Arun Kathpalia (DIN: 00177320)	Member
3.	Mr. Aditya Puri (DIN: 00052534)	Member

23.02 There is no recommendation by the Audit Committee which has not been accepted by the Board.

24.00 REPORT ON CORPORATE GOVERNANCE:

24.01 Report on Corporate Governance for the year under review, as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are annexed as Annexure- 6.

25.00 CONSOLIDATED FINANCIAL STATEMENTS:

26.00 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013:

26.01 Disclosures regarding remuneration as required under Section 197 (12) of the Companies Act, 2013 are annexed as Annexures-8 and 9 respectively.

27.00 VIGIL MECHANISM:

28.00 SECRETARIAL AUDIT REPORT:

28.01 The Board of Directors of the Company has appointed M/s. Ranjeet Verma & Associates, Company Secretaries, to conduct the Secretarial Audit.

28.02 Pursuant to Section 204 of the Companies Act, 2013, a Secretarial Audit Report given by Mr. Ranjeet Verma of M/s. Ranjeet Verma & Associates, Company Secretaries, is annexed as Annexure-10.

29.00 PERSONNEL:

29.01 The Board wishes to express its appreciation to all the employees of the Company for their contribution to the operations of the Company during the year.

30.00 INDUSTRIAL RELATIONS:

30.01 Industrial relations remained peaceful.

31.00 ACKNOWLEDGEMENTS:

31.01 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities and the Shareholders for their continued co-operation and support to the Company.

31.02 With these remarks, we present the Accounts for the year ended March 31, 2017.

BY ORDER OF THE BOARD

Vinod K. Nagpal Aditya Puri Sidharth Prasad

Director Managing Director Director

DIN: 00147777 DIN: 00052534 DIN: 00074194

Date: May 29, 2017

Place: Noida.

Mar 31, 2016

Board''s Report

1.00 The Board hereby presents its Report for the year ended 31st March 2016.

2.00 FINANCIAL SUMMARY:

(Rs.in lacs)

Particulars As at As at 31.03.2016 31.03.2015

I. EQUITY AND LIABILITIES:

Shareholders'' Funds 92,605.42 76,976.06

Non-Current Liabilities 28,267.72 30,796.04

Current Liabilities 2,17,270.63 1,77,075.25

Total 3,38,143.77 2,84,847.35

II. ASSETS:

Fixed Assets 47,047.46 40,978.80

Other Non-current Assets 15,934.20 14,877.83

Current Assets 2,75,162.11 2,28,990.72

Total 3,38,143.77 2,84,847.35

For the year ended For the year ended 31.03.2016 31.03.2015

III. Revenue from Operations & Other Income 3,92,752.00 3,31,973.51

IV. Total Expenses 3,66,239.56 3,10,141.53

V. Profit Before Tax 26,512.44 21,831.98

VI. Tax Expenses 9,113.12 7,512.61

VII. Profit After Tax 17,399.32 14,319.37

VIII. Dividend including Tax 1,769.96 1,767.30

IX. Transfer to General Reserve - 1,431.94

X. Balance carried to Profit & Loss Account 15,629.36 11,120.13

XL Basic/Diluted Earning per Share of 236.63 194.74 Rs.10 each (Rs.)

3.00 DIVIDEND:

3.01 In the month of January, 2016 the Company declared an Interim Dividend of Rs.10/- per share. Your Directors are pleased to recommend a Final Dividend of Rs.10/- per share aggregating Rs.20/- per share (inclusive of interim and final) for the current financial year. The Final Dividend if approved and declared in the forthcoming Annual General Meeting, would result in a total outflow of Rs.884.98 lacs, including the Dividend Distribution Tax.

4.00 STATE OF COMPANY AFFAIRS AND OPERATIONS:

4.01 The adverse economic conditions continued to prevail during the year under report. Capital investment was low and competition was intense. In spite of this, your Company has grown, both in revenue as well as in profits, due to continued and intensive efforts towards up-gradation of technology, value engineering, cost control and increase in productivity.

4.02 The order book at the close of the year was healthy. The Company could sustain and also improve market share in most of its business lines.

4.03 Focus on exports continued during the year. The efforts include participation in various Industrial Exhibitions and Conferences in India and overseas. The Company could enter into new countries and increase the order booking due to these efforts. Export turnover was, however, marginally lower than last year.

BOILERS:

4.04 The first Pulverized Coal Fired Boiler of 180 MW was commissioned in June 2015. The customer is highly satisfied.

4.05 Your Company continues to maintain its leading position in the range of Boilers that it operates in.

4.06 With the commissioning of three Waste Heat Recovery Boilers, during the year under report, the Company has successfully entered into the Waste Heat Recovery Boiler market.

4.07 The first order for a Pin Hole Grate Biomass Boiler was executed during the year and is working well.

4.08 The Company has also secured its first order for Re-Heat type Circulating Fluidized Bed Combustion (CFBC) Boiler. This is likely to be commissioned early next year.

4.09 As reported in last year''s report, the Government has decided to implement "Zero Effluent Discharge" Policy for Distilleries. The Company has booked many orders for Slop (Highly Polluting Distillery Effluent) Fired Boilers. Three of the Slop Fired Boilers supplied by the Company have successfully operated during the year. This is a promising line for the future.

4.10 In order to reduce rework, both in-house and at site, the Company has started making 3-Dimensional Drawings. The Company participated in a competition and its 3-Dimensional Drawings model project namely, SIDI Bennour, Morrocco was selected for "The Innovation in Power Generation of the 2015 Be Inspired Awards" from Bentley Sustaining Infrastructure, United States of America.

4.11 With technology from Envirotherm GmbH, Germany, your Company has supplied 45 Electrostatic Precipitators (ESP) during the year. The ESPs supplied include the largest ESP for the 180 MW PC Boiler and the same is working well.

SUGAR PLANTS & MACHINERY:

4.12 The Company continues to be a global leader for the supply of Sugar Plants and Machinery.

4.13 The Company successfully commissioned seven Complete Sugar Plants during the year under report.

4.14 The Company completed a project consisting of Sugar Plant of 3500 Tonnes Per Day capacity and 15 Mega Watt Co-generation Plant on a turnkey basis, including civil work, in a record time of little over 11 months.

4.15 The Company has also entered into supplying of Sugar Refinery projects and two such projects are under execution.

4.16 Supply of Bio-Ethanol (Distillery) projects is turning out to be a promising line. Three such projects are under execution.

4.17 The Company continues to focus on Spares, Repairs & Maintenance and Operation & Management business for Boilers and Sugar Plants and has booked substantial orders.

EPC POWER PLANTS:

4.18 Your Company has achieved leadership position in the Indian market. It has also secured orders from the overseas market. Three such orders are under execution.

4.19 As Captive Power Generation capacity addition continues to be on a decline, the Company has taken steps to enter into EPC work for Railways, Waste Water Treatment Plants and Bulk Material Handling for Mines and Ports.

PRESSES & CONTRACT MANUFACTURING:

4.20 The Automobile Sector, the main user industry for Presses, remained stagnant both in India and abroad during the year. However, the Company could retain its market share in the domestic market.

4.21 Due to sustained efforts in developing the export market, particularly in North America where the Company has its own representative, it could book substantial export orders during the year under report.

4.22 The first CNC Vertical Turning Lathe Machine is expected to be delivered during the current year.

4.23 The Company could secure good orders for Contract Manufacturing of sophisticated equipment to be supplied to the Indian Railways.

4.24 The Company entered into a Collaboration Agreement with Neuson Hydrotec GmbH, GaisbergerstraBe 52, 4030 Linz, Austria for manufacture and sale of Nosing Press Plant, Forging Plant, Forging Complex Press and Straightening Press.

PROCESS EQUIPMENT:

4.25 The fall in crude prices caused a slow down in the demand for Process Equipment for the Oil & Gas Sector. The diversification in the product range helped securing substantial orders from domestic as well as export markets for Fertilizer Plants. In order to offer faster delivery, the Company added equipments to de-bottleneck the plant.

4.26 The Company successfully manufactured Low Pressure and Medium Pressure Decomposers for the Fertilizer Industry. In addition, the Company, for the first time, supplied Chain Type Heat Exchangers for a Fertilizer Plant and also Low Pressure Heaters for the Nuclear Power Corporation of India Limited.

TUBING AND PIPING:

4.27 The Company continues to do well in the Tubing & Piping business. The Company increased its Piping manufacturing capacity substantially. In order to cater to the high end market including the Oil & Gas sectors, the Company installed a Cold Pipe Bending Machine to bend pipes up to 200 nb (nominal bore) x 25 mm thick. An Induction Bending Machine for bending 600 nb (nominal bore) x 60 mm thick pipes is expected to be installed in the second quarter of the current year.

CONTAINERS:

4.28 The Company continues to have substantial market share in India and abroad and is doing well. The Company supplied a record number of Containers during the year.

IRON FOUNDRY:

4.29 The Iron Foundry, which manufactures specialized Ferrous and Gray Iron Castings, secured substantial orders and it has a record order book. The expansion scheme started last year was completed during the year on time. The Company started exports last year and this has shown high potential. More orders have been booked during the year under report.

STEEL FOUNDRY:

4.30 The Steel Castings market remained depressed for most of the year. In the latter part of the year some of the projects in Steam and Hydro sector took off. This resulted in the booking of good orders.

4.31 The thrust on Pumps and Valve Castings enabled the Company to book good orders from this Sector.

4.32 The Company could book development orders for Nodular Iron Pedestals from BHEL, which are being manufactured in India for the first time.

4.33 The export market has been dull as the European customers also struggled for business.

4.34 The Company is developing exotic grades such as Duplex, Super Duplex and Nickel based Alloys, for increasing its market share.

5.00 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES AND JOINT VENTURE COMPANIES:

A) SARASWATI SUGAR MILLS LIMITED (WHOLLY OWNED SUBSIDIARY COMPANY):

(i) The imbalance between sugarcane prices and sugar prices continued during the year under report and the Company suffered a loss of Rs.15.37 crores during the year. It may be pertinent to note that unless sugarcane prices and sugar prices are linked, the Sugar Sector will continue to be in a difficult situation.

Season 2015-16:

(ii) As the situation was not good, your Company represented, both by way of letters written to the Haryana Government and also personally at the meetings of Sugarcane Control Board as well as with the officials of the Haryana Government, that the factory would not buy sugarcane in case the amount payable by the Mills towards cane price was more than its capacity to pay. Similar representations were made by all the sugar mills in Haryana.

(iii) This led to uncertainty among the farmers and affected the planting of sugarcane.

(iv) Realizing the difficult position, the Haryana Government did not increase the State Advised Sugarcane price. The Industry was also successful, indirectly, in linking the sugarcane prices with sugar prices. Depending on the price of sugar every month, the mills were required to disburse a portion of sugarcane price themselves and the balance portion was to be disbursed after receipt of an equivalent amount as interest free loan from the Haryana Government. The repayment of loan is to be made annually to the extent of 30% of the net profit every year. The Haryana Government agreed to treat the portion of the loan remaining unpaid after a period of 10 years as subsidy.

(v) The Haryana Government also promised remission of Purchase Tax.

(vi) Based on the above decisions of the Haryana Government, your factory started crushing operations on 28th November, 2015.

(vii) The working of the sugar factory during the season was excellent. Statistical position is given below:

Particulars Sugar Season

(October to September)

2015-16 2014-15

All India Production of Sugar (Lac Tonnes) *253 284

All India Consumption of Sugar (Lac Tonnes) *255 250

Production of Sugar by Saraswati Sugar Mills (Lac Tonnes) 1.37 1.56

Cane Crush by Saraswati Sugar Mills (Lac Tonnes) 11.91 14.39

Recovery (%) \ 11.55 10.95

*These are estimated as the sugar season is yet to close. Source: Indian Sugar Mills Association.

(viii) Your Company has cleared all the cane dues except an amount of Rs.45 crores. This will be disbursed on receipt of loan (as described above) from the Haryana Government. A representation has been made to the Haryana Government for early disbursement to avoid hardship to the farmers.

(ix) The Central Government, in order to improve sugar prices, notified the Minimum Indicative Export Quota (MIEQ) Scheme for export of a minimum quantity of sugar by each factory from 1st October 2015 to 30th September 2016. The Central Government also notified a scheme for extending Production Subsidy @ Rs.4.50 per quintal of cane crushed during the Season 2015-16 to enable factories to clear cane arrears. The payment of subsidy was subject to export of at least 80% of the quota notified under the MIEQ Scheme.

(x) Due to drought conditions prevailing in sugar producing States, the estimated production for the season is less than the production estimated at the beginning of the season. There has been export of some sugar under the MIEQ Scheme. This has resulted in increase in the sugar prices in the last few months. The Government of India, therefore, vide Notification dated 19th May 2016 has withdrawn the Production Subsidy Scheme with immediate effect.

(xi) The Industry understands that there is no further obligation to export under MIEQ Scheme and also that the Production Subsidy will be disbursed proportionately to the sugar exported till 19th May, 2016.

Season 2016-17:

(xii) In various meetings held with the Haryana Government officials and also by written submissions, the Company has impressed upon the Haryana Government to find a long term solution and decide a methodology for linking sugarcane price with sugar price so that the factory can take decisions about bonding of cane and start of crushing operations for the coming season.

(xiii) It has further been stated that decision should be made at the earliest in the interest of both the farmers, as well as the factories.

B) ISGEC HITACHI ZOSEN LIMITED (IHZU [SUBSIDIARY AND TOINT VENTURE COMPANY]:

(i) The Joint Venture Company made a reasonable profit during the year in spite of a lower turnover.

(ii) The Company started the year with a lower order book as compared with the previous year and it was under loaded in the first quarter and part of the second quarter. However, some of the orders, booked with shorter cycle time, could be dispatched resulting in full utilization of capacity for the latter part of the year.

(iii) During the year the Joint Venture Company, for the first time, successfully supplied several critical equipment such as Ammonia Converter as per Haldor Topsoe Process for a Refinery, Carbamate Condenser for the Fertilizer Industry and Hydro Processing Reactor as per CLG (Chevron Lummus Global) Process for the Petroleum Industry.

(iv) As for the current year, due to substantial orders booked by the Company in the recent past, the order book is looking good. The important orders include orders for a Reactor in Vanadium Modified Material for a Refinery, one Urea Reactor and one Carbamate Condenser as per Casale Process for a Fertilizer Plant and a repeat order from Toyo for a Urea Reactor and Stripper for an overseas project.

C) ISGEC TITAN METAL FABRICATORS PRIVATE LIMITED [SUBSIDIARY AND TOINT VENTURE COMPANY]:

(i) The Joint Venture with Titan Metal Fabricators, a US company, has been formed to manufacture Heat Exchangers, Vessels and other related products in exotic metals such as Titanium, Tantalum, Zirconium, Niobium and Hastelloy.

(ii) Until the volume of manufacturing increases, the equipments will be manufactured in your Company. The reimbursement of the cost of manufacture and the sharing of profit will be in accordance with an agreed formula provided in the Joint Venture Agreement.

(iii) The first order has been booked and is likely to be supplied by June 2016.

D) ISGEC FOSTER WHEELER BOILERS PRIVATE LIMITED [SUBSIDIARY AND TOINT VENTURE COMPANY]:

(i) Your Company has multiple Collaboration Agreements with Amec Foster Wheeler of USA. The Joint Venture was formed for doing the engineering services for both Isgec, as well as Foster Wheeler.

(ii) In absence of any project for which engineering services were required, the Joint Venture Company did not commence any activity.

(iii) Amec Foster Wheeler is likely to be awarded a major project and the engineering activity may have to be undertaken by the Joint Venture Company during the current year.

E) OTHER WHOLLY OWNED SUBSIDIARY COMPANIES:

(i) Free Look Software Private Limited & Isgec Exports Limited:

There was no commercial activity during the year.

(ii) Isgec Engineering & Projects Limited:

The property purchased by the Company at Kasauli has been let out. There was no other commercial activity during the year.

(iii) Isgec Covema Limited:

The Company executed one construction project during the year.

6.00 EXTRACT OF ANNUAL RETURN:

6.01 An extract of the Annual Return of the Company in prescribed form MGT-9 is annexed herewith, as Annexure-1.

7.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

7.01 The Board met four times in the financial year 2015-16 viz. on 26th May, 2015, 8th August, 2015, 31st October, 2015 and 30th January, 2016.

8.00 DIRECTORS'' RESPONSIBILITY STATEMENT:

8.01 Your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the financial year 2015-16, the applicable Accounting Standards have been followed and there are no material departures;

(b) The Directors have selected such accounting policies with the concurrence of the Statutory Auditors 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 of the Company for the financial year;

(c) The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and

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

9.00 INDEPENDENT DIRECTORS:

9.01 All the Independent Directors have furnished declarations that each of them meets the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

10.00 POLICY ON DIRECTORS'' APPOINTMENT/REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

10.01 The Nomination and Remuneration Committee constituted by the Company has formulated criteria for determining qualifications, positive attributes and independence of the Directors. The Committee has also recommended to the Board a Policy relating to remuneration ensuring:

(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate key managerial personnel of the quality required to run the company successfully;

(ii) relation of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives, appropriate to the working of the Company and its goals.

10.02 Under this Policy the Company retained a third party agency to assess the attributes of employees.

11.00 EXPLANATION OR COMMENTS ON QUALIFICATION ETC., BY AUDITORS AND COMPANY SECRETARY IN PRACTICE:

11.01 There is no qualification, reservation or adverse remark or disclaimer made by the Auditors in the Auditors'' Report or by the Company Secretary in Practice in Secretarial Audit Report needing explanation or comments by the Board.

11.02 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

12.00 PARTICULARS OF LOANS/ GUARANTEES/ INVESTMENTS:

12.01 Particulars of Loans given, Investments made or Securities provided under section 186 of the Companies Act are annexed as Annexure-2.

13.00 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

13.01 The Company has formulated a Policy on Materiality of Related Party transactions and also on dealing with Related Party transactions as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Related Party transactions has been disclosed on the website of the Company.

13.02 The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, are given in the prescribed Form AOC-2, annexed as Annexure-3.

14.00 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE YEAR:

14.01 There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

15.00 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

15.01 The required information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed hereto as Annexure-4.

16.00 RISK MANAGEMENT POLICY:

16.01 The Board has developed and implemented a Risk Management Policy for the Company, including for identifying elements of risk, which in the opinion of the Board may threaten the existence of the Company. In terms of the Policy, a detailed risk review is done by Unit Level Committee or Corporate Level Committee (depending upon value of the order) before accepting any order. All the terms and conditions, both financial and technical, are reviewed. All steps are taken to mitigate risks.

16.02 In addition, the Board has laid down a Foreign Exchange Risk Management Policy, which is implemented for hedging Forex risk.

16.03 The Company also takes adequate insurance to protect its assets.

17.00 CORPORATE SOCIAL RESPONSIBILITY:

17.01 The Company has constituted a Corporate Social Responsibility Committee of the Board of Directors as under:-

Sl. No. Name of the Committee Member Position

1. Mr. RanjitPuri (DIN: 00052459) Chairman

2. Mr. Aditya Puri (DIN: 00052534) Member

3. Mr. Vinod Kumar Sachdeva (DIN: 00454458) Member

17.02 In addition to the amount of Rs.172.76 lacs pertaining to the previous year, the Company was required to spend a further amount of Rs.257.60 lacs for the year ended 31st March 2016 i.e. an aggregate amount of Rs.430.36 lacs for the two years.

17.03 The Company has spent Rs.319.73 lacs as under:-

a) On the Social Projects including expenditure in areas around Yamunanagar : Rs.119.73 lacs

b) Contribution to Prime Minister''s National Relief Fund : Rs.200.00 lacs

Total: Rs.319.73 lacs

17.04 Balance amount of Rs.110.63 lacs, provided in the Profit & Loss Account, will be spent during the current year in accordance with the CSR Policy of the Company.

17.05 The annual report on Corporate Social Responsibility is given in the prescribed format annexed as Annexure-5.

18.00 ANNUAL EVALUATION BY THE BOARD:

18.01 The evaluation framework for assessing the performance of the Board, Committees and Directors comprises of the following key areas:

(i) Attendance of Board Meetings and Committee Meetings by the Directors;

(ii) Quality of contribution and deliberations towards growth of the Company, guidance to the management; and

(iii) Commitment to shareholders'' and other stakeholders'' interests.

18.02 The Board evaluates performance of the Audit Committee on the basis of the Audit Reports and Financial Statements approved by the Audit Committee.

18.03 The performance of the Managing Director is evaluated by the Board on the basis of the working reports given by the Managing Director at regular intervals. The operating results are also considered for evaluating performance of the Managing Director.

19.00 DETAILS OF DIRECTORS/ KEY MANAGERIAL PERSONNEL:

19.01 Mr. Sidharth Prasad (DIN: 00074194) was appointed as Additional Director during the year.

20.00 NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES:

Isgec Titan Metal Fabricators Pvt. Limited was incorporated as a Joint Venture Company along with Titan Metal Fabricators, USA. The total paid-up capital is Rs.1,00,00,000/-. Your Company has contributed Rs.51,00,000 i.e. 51% and Titan Metal Fabricators, USA has contributed Rs.49,00,000, i.e. 49% subscription towards capital in August, 2015.

21.00 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:

21.01 There is no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

22.00 INTERNAL FINANCIAL CONTROLS:

22.01 The Company has adequate internal financial controls with reference to financial statements and these are working effectively.

23.00 COMPOSITION OF AUDIT COMMITTEE:

23.01 The composition of Audit Committee is as below:-

Sl. No. Name of the Committee Member Position

1. Mr. Vinod K. Nagpal (DIN: 00147777) Chairman

2. Mr. Arun Kathpalia (DIN: 00177320) Member

3. Mr. Aditya Puri (DIN: 00052534) Member

23.02 There is no recommendation by the Audit Committee which has not been accepted by the Board.

24.00 MANAGEMENT DISCUSSION & ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE:

24.01 The Management Discussion & Analysis Report and Report on Corporate Governance for the year under review, as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are annexed as Annexure-6 and 7 respectively.

25.00 CONSOLIDATED FINANCIAL STATEMENTS:

25.01 In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report.

25.02 Further, as required under Rule 5 of the Companies (Accounts) Rules 2014, a statement in form AOC-1 containing salient features of the financial statements of the subsidiary companies is attached as Annexure-8.

26.00 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013:

26.01 Disclosures regarding remuneration as required under Section 197 (12) of the Companies Act, 2013 are annexed as Annexures-9 and 10.

27.00 VIGIL MECHANISM:

27.01 The Company has established a Vigil Mechanism for Directors and Employees in accordance with Sub-section (9) and (10) of Section 177 of the Companies Act, 2013. Details of Vigil Mechanism are given in the Corporate Governance Report. The Vigil Mechanism has been disclosed on the website of the Company.

28.00 SECRETARIAL AUDIT REPORT:

28.01 The Board of Directors of the Company has appointed M/s. Ranjeet Verma & Associates, Company Secretaries, to conduct the Secretarial Audit.

28.02 Pursuant to Section 204 of the Companies Act, 2013, a Secretarial Audit Report given by Mr. Ranjeet Kumar Verma of M/s. Ranjeet Verma & Associates, Company Secretaries, is annexed as Annexure-11.

29.00 PERSONNEL:

29.01 The Board wishes to express its appreciation to all the employees of the Company for their contribution to the operations of the Company during the year.

30.00 INDUSTRIAL RELATIONS:

30.01 Industrial relations remained peaceful.

31.00 ACKNOWLEDGEMENTS:

31.01 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities and the Shareholders for their continued co-operation and support to the Company.

32.00 With these remarks, we present the Accounts for the year ended March 31, 2016.

BY ORDER OF THE BOARD

Vinod Kumar Sachdeva Aditya Puri

Director Managing Director

(DIN: 00454458) (DIN: 00052534)

Place: Noida.

Date: 26th May, 2016

Sep 30, 2013

1.The Directors are pleased to present their Eightieth Annual Report on the business and operations of the Company and financial results for the year ended September 30, 2013.

2.00 FINANCIAL RESULTS:

The financial results of the Company for the year are given below:-

(Figures in Rs. Lacs)

Profit before Depreciation 15,895.00

Depreciation 5,416.39

Profit before Taxes (PBT) 10,478.61

Less: Provision for Tax (including deferred tax) 3,236.60

Profit after taxes and available for appropriations (PAT) 7,242.01

Less: a) Dividend AEA- Rs. 10/- per Equity Share of Rs. 10/-each 736.95

b) Tax on Dividend NIL

c) Transfer to General Reserve 724.20

Balance carried to Profit ACY- Loss Account 5,780.86

3.00 DIVIDEND:

3.01 The Board has recommended Dividend of Rs. 10/- per Equity Share of Rs. 10/-each, equal to the dividend declared in the preceding year.

4.00 OPERATIONS:

4.01 As the shareholders are aware, economic conditions remained difficult during the year. The Company faced the situation by intensive marketing efforts, introduction of new products and rigorous cost control.

4.02 The shareholders will be pleased to note that margins have improved.

4.03 The Company has been able to maintain export revenue at 46 ACU- of the total revenue. The revenue during the year was marginally lower at Rs. 2,555 crores against Rs. 2,700 crores in the previous year. The lower revenue was mainly due to ''hold'' by customers due to financial problems. Most of these orders have now become active.

4.04 Intensive marketing efforts continued both for domestic and export orders. The efforts included extensive visits and participation both in domestic exhibitions and international exhibitions.

4.05 The notable exhibitions in which the Company participated internationally are exhibitions at Sao Paulo, Brazil., organized by International Society of Sugarcane Technologists, at Istanbul organized by International Metal Working Technologies Exhibition and Fabtech - North America''s largest metal forming, fabricating, welding and finishing event organized by American Welding Society in Chicago.

4.06 Our share of Indian market improved visibly across the board.

4.07 Overall orders as well as export orders, as on date, are at a record level. There are, however, certain sections where significant capacity is available such as Machine Tools and Steel Castings.

4.08 Apart from other significant orders, the Boiler Division secured large orders for Oil ACY- Gas fired boilers during the year under report. These include orders from Gas Authority of India Limited, Bharat Oman Refinery Limited, Bharat Petroleum Corporation Limited.

4.09 During the year we also commissioned our largest Circulating Fluidized Bed Combustion Boiler of 425 tonnes per hour (110 Mwe) for a Steel Plant.

4.10 As reported in the last year''s Directors'' Report, we had acquired technology for Electrostatic Precipitators from a German company namely Envirotherm GmbH. We have started designing, manufacturing and supplying Electrostatic Precipitators.

4.11 The first domestic order for Pulverized Coal fired (Utility) Boiler is under execution.

4.12 The new automated facility that was commissioned in the previous year for manufacturing Boiler Pressure Parts, performed well. Large P91 headers with long stubs, T12 panels, SS 304H with T22 coils and Conical burner openings for Pulverized Coal fired boilers were manufactured for the first time. This facility received Safety Certification namely ISO 14001 and OHSAS 18001.

4.13 The domestic market for Sugar Machinery business was bad. We got a fair share of the available market.

4.14 The Machine Building Division developed new products such as Presses suitable for non-automobile applications such as white goods, tiles, etc., which could give us business in future. The Division made a significant break-through by securing an order for a highly automated Tandem Press line from the Mahindra Group. Customers, till very recently, were importing such machines.

4.15 Repeat orders for High Speed Presses were also secured from a French multinational for their plants in Mexico and China.

4.16 We have also started bidding for manufacture and supply of Vertical Turning Lathes (VTL) for which drawings and the brand ACI-Morando ACI- were bought, as mentioned in the last year''s report.

4.17 As reported in the last year''s Directors'' Report, in order to increase the scope of the Process Equipment Division, Technology Agreements were signed with Foster Wheeler Corporation, USA, for Feed Water Heaters ACY- Surface Condensers and for Breech Lock Exchangers with Belleli, Italy. The shareholders would be pleased to note that orders were secured for all these products during the year.

4.18 The Container sub-division of the Process Equipment Division has record export order booking.

4.19 The Container sub-division successfully executed export orders for liquefiable gas containers meeting several rigorous requirements including Transferable Pressure Equipment Directive, European Agreement concerning the International Carriage of Dangerous Goods by Road, Regulations concerning International Carriage of Goods by Rail and International Maritime Regulation for Dangerous Goods.

4.20 The Steel Casting Unit was the first Indian Foundry to develop Crushing Shell Castings for Mining ACY- Mineral Processing Industry. The Unit received Certification from Pressure Equipment Directorate of European Union for supplying Valves. It also received Class-A Foundry approval from Research, Design ACY- Standard Organisation of Railways (RDSO).

4.21 The Steel Casting Unit continued its efforts to book orders from other sectors namely Railways, Pumps and Valves, in view of the down-trend in the Power sector affecting the market for castings for steam turbines.

4.22 After setting up a few turnkey power plants based on coal, we have become established in the industrial coal fired power plant sector.

5.00 JOINT VENTURE COMPANY - ISGEC HITCHI ZOSEN LIMITED (IHZL):

5.01 IHZL dispatched the first Vessel manufactured by it, before the scheduled date.

5.02 As the equipments manufactured by IHZL have long manufacturing cycle, these could not be dispatched and, therefore, the revenue this year was low.

5.03 IHZL has booked good orders for supply of various complicated equipments for the Petrochemicals and Fertilizer sectors from prestigious customers both overseas and domestic. The order book is healthy.

5.04 The expansion scheme is under implementation to increase the capacity of the plant from 8,000 MT per year to 13,000 MT per year.

6.00 SARASWATI SUGAR MILLS LIMITED (SUBSIDIARY COMPANY):

6.01 The operations of the factory were satisfactory except for intermittent working during the period of agitation and strike by the cane growers.

6.02. The cane crush was 12.165 lac Tonnes against 12.724 lac Tonnes in the preceding season. The decrease was due to higher diversion of sugarcane to gur and khandsari during the period of strike and agitation by the cane growers. The recovery was, however, higher and was the highest in the Northern India.

6.03 The State Government increased the State Advised Price (SAP) steeply by Rs. 45/- per quintal for the season as compared with the price during the preceding season. Realizing the effect on the financial position due to increased prices of sugarcane, the shareholders of Saraswati Sugar Mills Limited did not approve the final dividend of Rs. 10.50 per Equity Share recommended by the Board of Directors.

6.04 With regard to Sugar Policy, the sugar mills are no longer required to supply sugar for ration at prices below cost. Further, the sugar mills are now free to sell sugar when they want, unlike previously when mills used to be given fixed quotas to sell.

6.05 Non-supply of sugar for ration below its cost price, benefitted the Sugar Industry including your factory. The sugar prices, however, decreased by over Rs. 500/- per quintal and affected financial position adversely.

6.06 As for the season 2013-14, the crushing operations are expected to start in the last week of November 2013. The cane availability is likely to be same as last year.

6.07 The Haryana Government has fixed the State Advised Prices of sugarcane as Rs. 290/-, Rs. 295/- and Rs. 301/- per quintal for late, mid and early varieties respectively. The fall in sugar prices continues. The steep increase in sugarcane price along with fall in sugar prices will result in a substantial loss in the season 2013-14.

7.00 INDUSTRIAL RELATIONS:

7.01 Industrial relations remained peaceful.

8.00 CONSOLIDATED FINANCIAL STATEMENTS:

8.01 The consolidated financial statements are attached hereto.

9.00 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ACY- OUTGO UNDER SECTION 217(1) OF THE COMPANIES ACT, 1956:

9.01 The statement giving the required information is annexed hereto.

10.00 PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956, READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975:

10.01 Annexure giving certain details about the employees, in receipt of remuneration of not less than Rs. 60 lacs during the year or Rs. 5 lacs per month during any part of the year, is not annexed with the Directors'' Report. In accordance with Section 219(1)(b)(iv) of the Companies Act, the Annexure is available for inspection by any member at the registered office of the Company during working hours, 21 days before the date of the AGM.

11.00 DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

11.01 The Statement is annexed hereto.

12.00 MANAGEMENT DISCUSSION ACY- ANALYSIS REPORT UNDER CLAUSE 49 OF THE LISTING AGREEMENT:

12.01 Management Discussion ACY- Analysis Report is annexed hereto.

13.00 CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT:

13.01 Report on Corporate Governance is annexed hereto.

14.00 FIXED DEPOSITS:

14.01 The amount of deposit with the Company, as at the close of the year, was well within the limits prescribed under the provisions of the Companies Act. 184 depositors of the Company had, as on September 30, 2013, not claimed their deposits up to the due dates for repayment. The amount involved was '' 112.66 lacs.

15.00 SUBSIDIARY COMPANIES:

15.01 The audited statements of the subsidiary companies along with the report of the Board of Directors and the Auditors and other statements are not attached and the company has availed exemption allowed by the Government of India, Ministry of Corporate Affairs, vide its General Circular No. 2/2011 - file no. 51/12/2007- CL-III dated 8th February, 2011, under Section 212(8) of the Companies Act, 1956.

15.02 The Company has made disclosure in the consolidated balance sheet the following information in aggregate for each subsidiary as per condition of the aforesaid Circular:-

(a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

15.03 Annual accounts of the subsidiary companies are kept for inspection by any shareholders at the registered office of the holding company as well as at the registered office of the subsidiary companies.

15.04 Hardcopy of the details of accounts of the subsidiaries shall be furnished to any shareholder on demand.

16.00 PERSONNEL:

16.01 The Board wishes to express their appreciation to all the employees of the Company for their outstanding contribution to the operations of the Company during the year.

17.00 ACKNOWLEDGEMENT:

17.01 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities, Stock Exchanges and the Shareholders for their continued co-operation and support to the Company.

17.02 With these remarks, we present the Accounts for the year ended September 30, 2013.

By order of the Board

Vinod K. Nagpal Aditya Puri

Director Managing Director

Dated: 23 November 2013

Sep 30, 2012

1.00 The Directors are pleased to present their Seventy-ninth Annual Report on the business and operations of the Company and financial results for the year ended September 30, 2012.

2.00 FINANCIAL RESULTS:

The financial results of the Company for the year are given below:-

(Figures in Rs. Lacs)

Profit before Depreciation 14,583.53

Depreciation 4,513.07

Profit before Taxes (PBT) 10,070.46

Less: Provision for Tax (including deferred tax) 3,066.70

Profit after taxes and available for appropriations 7,003.76

Less: a) Dividend @ Rs.10/- per 736.95 Equity Share of Rs. 10/-each

b) Tax on Dividend Nil

c) Transfer to General Reserve 700.40

Balance carried to Profit & Loss Account 5,566.41

3.00 DIVIDEND:

3.01 The Board has decided to recommend Dividend of Rs. 10/- per Equity Share of Rs. 10/- each, i.e. equal to the dividend declared in the preceding year.

4.00 OPERATIONS:

4.01 The Company increased its revenues yet again. The revenue was Rs. 2,700 crores against Rs. 2,382 crores in the preceding year.

4.02 As you are aware the market conditions are not good due to sluggishness of the Indian and Global economy. Projects are held up due to issues relating to land, environment and finance. There were fewer potential orders, which were chased by many competitors. This led to pressures on margins. Efforts continued to cut costs and improve productivity and efficiency.

4.03 In spite of bad conditions, the overall order book position of the Company was not unsatisfactory. However, there are certain sections where there is significant capacity available.

4.04 Intensive efforts continued for the development of the export market and this has resulted in record export orders and revenues, this year. The export revenues were 46% of the total revenues.

4.05 During the year, besides our traditional territories, we made an aggressive entry in the Latin American market.

4.06 Your Company booked its first domestic order for Pulverised Coal Fired (Utility) Boiler based upon Foster Wheeler technology. This is a major breakthrough.

4.07 We also secured our first order for a Biomass Pin Hole Grate Boiler.

4.08 Your Company secured a repeat order from the Aditya Birla Group for a 33 MW Power Plant.

4.09 Your Company completed the installation and commissioning of 27 Boilers during the year including 11 outside India. During the year we also commissioned India''s largest Travelling Grate Boiler.

4.10 To cater to the increased requirement of pressure parts for Boilers, capacity expansion was undertaken during the year. Most of the equipments have been installed and commissioned.

4.11 In the Sugar Machinery business, your Company booked orders for six complete Sugar Plants with Co- generation including order for one sugar plant from Africa. The market share in the domestic market improved during the year. However, there were less orders in the market due to uncertainty in the Policies of State and the Central Governments with regard to sugar.

4.12 We successfully installed and commissioned Phase-I of Boiler and Sugar Process House Equipments (12000 Tonnes Cane crush power day capacity) of 24000 Tonnes cane crush per day capacity sugar plant for our customer in Sudan. Phase-II is expected to be commissioned in early 2013.

4.13 The Automobile Sector had a cautious approach towards investment during the year. Therefore, there were few orders for Presses in the domestic market. Your Company could, however, book significant orders from the export market including orders for the technologically advanced Transfer Presses for Lear, China, a group company of Lear, USA (1200 Tonnes) and Delga, Brazil (2500 Tonnes), which helped to maintain the order booking for Presses.

4.14 The Process Plant Equipment Division had lower order booking due to very few investments in the Oil & Gas and Fertilizer Sectors. Export market including West Asia was also bad. In order to increase scope of the business of this Division, Technology Agreements have been signed for Feed Water Heaters, Surface Condensers and Breech Lock Exchangers. We expect to book good orders in the current year for these products.

4.15 The order booking in the Container sub-division of the Process Plant Equipment Division continued to be good. The first order for 380 Containers for Europe is under execution. The Company would be manufacturing Containers of European specification for the first time in India.

4.16 The downtrend in Power Sector affected the customers of Steel Castings Unit in the Steam Turbine Sector. The market for Hydro Turbine was, however, good. The Steel Casting Unit increased its efforts to book orders from other Sectors namely Pumps and Valves and had a few successes.

5.00 DIVERSIFICATION:

In order to diversify into new products, your Company has:-

i) bought drawings and the brand Morando for manufacture of Vertical Turning Lathes (VTL) from an Italian Company;

ii) acquired the technology to manufacture Electrostatic Precipitators (ESP) from a German company namely Envirotherm GmbH. At present ESP, which is a pollution control device, is supplied by your Company along with almost every Boiler by purchasing this from suppliers in India. With the acquisition of this technology, the Company would be designing, manufacturing and supplying ESPs to the market;

iii) signed Technology Agreement with M/s. Belleli, Italy for the manufacture of Breech Lock Exchangers;

iv) signed Technology Agreement with Foster Wheeler of USA for the supply of design for Feed Water Heaters and Surface Condensers.

6.00 JOINT VENTURE COMPANY, ISGEC HITACHI ZOSEN LIMITED:

6.01 During the year your Company formed a Joint Venture namely Isgec Hitachi Zosen Limited along with Hitachi Zosen Corporation, Japan. It involved investment of Rs. 51 crores representing 51% of the equity of the Joint Venture Company. Hitachi Zosen Corporation, Japan contributed balance 49% of the equity.

6.02 The Joint Venture Company will benefit from the state-of-the-art technical & engineering skills of Hitachi Zosen and the manufacturing expertise of Isgec. The Joint Venture Company will cater to the specialised and critical Process Equipment requirements of refineries, fertilizer and Petrochemical Industries, across the world.

6.03 The Joint Venture Company got a breakthrough when it booked its first order, which was an EO Reactor from Reliance Industries.

7.00 SARASWATI SUGAR MILLS LIMITED (SUBSIDIARY COMPANY):

7.01 The working of the Saraswati Sugar Mills Limited during the year ended 30th September 2012 was satisfactory.

7.02 In view of higher free-sale sugar prices prevailing during the year, the financial results of the subsidiary company namely Saraswati Sugar Mills Limited were good. The profit before tax was Rs. 42.81 crores against Rs. 19.63 crores last year.

7.03 As for the season starting from October 2012, the Haryana Government has fixed State Advised Price for sugarcane at Rs. 235/-, Rs. 240/-, and Rs. 251/- per quintal for late, mid and early varieties against Rs. 221/-, Rs. 226/- and Rs. 231/- per quintal in the preceding year. The cane availability is likely to be same as last year. The All India sugar production is likely to decrease in view of drought in the sugar producing States of Western and Southern India. The financial results of the subsidiary company for the coming year will depend upon recovery, cane availability and sugar prices this sugar season.

7.04 Saraswati Sugar Mills Limited has declared dividend @ Rs. 21/- per Equity Share for the year ended 30th September 2012. It consists of interim dividend of Rs. 10.50 per Equity Share, which has since been disbursed and final dividend of Rs. 10.50 per Equity Share, which will be disbursed after approval by the Annual General Meeting of the subsidiary company.

8.00 Industrial relations remained peaceful.

9.00 CONSOLIDATED FINANCIAL STATEMENTS:

9.01 The consolidated financial statements are attached hereto.

10.00 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO UNDER SECTION 217(1) OF THE COMPANIES ACT, 1956:

10.01 The statement giving the required information is annexed hereto.

11.00 PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956, READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975:

11.01 Annexure giving certain details about the employees, in receipt of remuneration of not less than Rs. 60 lacs during the year or Rs. 5 lacs per month during any part of the year, is not annexed with the Directors'' Report. In accordance with Section 219(1)(b)(iv) of the Companies Act, the Annexure is available for inspection by any member at the registered office of the Company during working hours, 21 days before the date of the AGM.

12.00 DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

12.01 The Statement is annexed hereto.

13.00 MANAGEMENT DISCUSSION & ANALYSIS REPORT UNDER OF CLAUSE 49 OF THE LISTING AGREEMENT:

13.01 Management Discussion & Analysis Report is annexed hereto.

14.00 CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT:

14.01 Report on Corporate Governance is annexed hereto.

15.00 FIXED DEPOSITS:

15.01 The amount of deposit with the Company, as at the close of the year, was well within the limits prescribed under the provisions of the Companies Act. 128 depositors of the Company had, as on September 30, 2012, not claimed their deposits upto the due dates for repayment. The amount involved was Rs. 102.99 lacs.

16.00 SUBSIDIARY COMPANIES:

16.01 The audited statements of the subsidiary companies along with the report of the Board of Directors and the Auditors and other statements are not attached and the company has availed exemption allowed by the Government of India, Ministry of Corporate Affairs, vide its General Circular No. 2/2011 - file no. 51/12/2007- CL-III dated 8th February, 2011, under Section 212(8) of the Companies Act, 1956.

16.02 The Company has made disclosure in the consolidated balance sheet the following information in aggregate for each subsidiary as per condition of the aforesaid Circular:-

(a) capital (b) reserves (c) total assts (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

16.03 Annual accounts of the subsidiary companies are kept for inspection by any shareholders at the registered office of the holding company as well as at the registered office of the subsidiary companies.

16.04 Hardcopy of the details of accounts of the subsidiaries shall be furnished to any shareholder on demand.

17.00 PERSONNEL:

17.01 The Board wishes to express their appreciation to all the employees of the Company for their outstanding contribution to the operations of the Company during the year.

18.00 ACKNOWLEDGEMENT:

18.01 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities, Stock Exchanges and the Shareholders for their continued co-operation and support to the Company.

18.02 With these remarks, we present the Accounts for the year ended September 30, 2012. By order of the Board

Vinod K. Nagpal Aditya Puri

Director Managing Director

Dated: 24 November 2012

Sep 30, 2011

1.00 The Directors are pleased to present their Seventy-eighth Annual Report on the business and operations of the Company and financial results for the year ended September 30, 2011.

2.00 NAME OF THE COMPANY

ÃISGECÃ brand has wide recognition in the market. The name of the Company, was therefore, changed to

ÃISGEC HEAVY ENGINEERING LIMITEDÃ.

2.01 The financial figures of the Company for the year are given below:-

(Figures in Rs. Lacs)

Profit before Depreciation 14,590.56

Depreciation 3,809.37

Profit before Taxes 10,781.19

Less: Provision for Taxation (including deferred tax) 3,269.00

Profit after taxes and available for appropriations 7,512.19

Less: a) Dividend @ Rs. 10/- per Equity Share of Rs. 10/-each 736.95

b) Tax on Dividend 119.55 856.50

c) Transfer to General Reserve 751.22

Balance carried to Profit & Loss Account 5,904.47

2.02 The subsidiary company namely Saraswati Sugar Mills Limited has profit of Rs. 1,963.36 lacs against loss of Rs. 279.29 lacs in the preceding year. The profit was due to lesser cane cost. In view of expected higher All India Sugar Production the sugar prices are likely to be under pressure. The State Advised Price (SAP) for sugarcane is yet to be fixed by the State Government. The financial results for the current year are, therefore, uncertain.

3.00 DIVIDEND:

3.01 The Board has decided to recommend Dividend of Rs. 10/- per Equity Share of Rs.10/- each.

4.00 OPERATIONS:

4.01 Your Company increased its turnover for the 9th year in succession at Rs. 2,434.18 crores against Rs. 1,809.90 crores in the previous year. The profit was less due to reduction in margins as a result of intensive competition and sluggishness of the economy, particularly in the business of capital goods. The profit was also affected due to higher depreciation and accounting of Ãmark to marketÃ foreign exchange fluctuation during the year under report.

4.02 The company had record order booking this year, both in domestic and export markets. The margins are under pressure due to economic weakness. Efforts are on to cut costs, improve productivity and efficiencies by tightening internal processes.

4.03 Intense marketing and sales efforts were made to develop export market and this in turn resulted in both higher export turnover as well as higher order booking. The export turnover during the year under report was about 32% of the total turnover.

4.04 Training of our Engineers under the Technology Agreement with Foster Wheeler, U.S.A. for Pulverized Coal Fired boilers from 60 MW to 1000 MW has been completed during the year. Your Company is submitting quotations and expects to book its first order using this technology. Your Company is also making substantial investment to increase the capacity of its Shops so as to cater to the increased requirement of Pressure Parts for such Boilers.

4.05 Your Company continued to maintain its share in the domestic and overseas markets in the range of Boilers it operates. Your Company completed installation and commissioning of 24 Boilers during the year (not yet commissioned).

4.06 In recent years we had embarked on supplying turnkey power plants. In addition to the Boiler, we also supplied the Turbo set and balance of plant. This business has come of age and at the moment 11 complete power plants are under execution. In some cases, we are also doing civil works.

4.07 Your Company has emerged as a leading Sugar Machinery and Sugar Boiler manufacturer both in domestic as well as international markets. A number of orders for export were received and the Company is striving to become a world leader in this business in the next few years.

4.08 The Process Equipment Division continued to book orders for large Pressure Vessels and Heat Exchangers. Both Yamunanagar as well as Dahej shops are fully booked. The Division has been able to book its first order for Process Equipment from the United Kingdom and United States of America. The Division has also been able to book orders for critical equipment used in Fertilizer sector like Transfer Line, CO2 Absorber, LP/HP Flash Drum.

4.09 The shareholders would be happy to know that American Society of Mechanical Engineers (ASME) has approved the Process Equipment Division of your Company for manufacturer of equipments for Nuclear Plants and the Company has been awarded the ÃNÃ and ÃNPTÃ stamps.

4.10 Due to year to year fluctuations in the automobile sector, the Machine Building Division of the Company had made efforts to book orders for Presses from other sectors such as Defence, White Goods and Forgings. With the slowing down of the automobile sector in India, exports are being given a lot of thrust and you would be happy to know that orders for two sophisticated Presses including transfer press have been secured from multinational companies for export to China.

4.11 The Division is also making efforts to secure orders for sophisticated fabrication and machining from various sectors like Shipbuilding, Power and Steel. The turnover from this complex fabrication and machining activity is 25% of the total turnover of the Machine Building Division.

4.12 The factory set up at Bawal last year has stabilized during the year under report and has been able to achieve respectable market share. During the current year, the factory proposes to expand its range of products and is poised to manufacture larger and more sophisticated Standard Mechanical Presses.

4.13 The investment plan to manufacture heavier and more complex castings in the Steel Casting Unit of the Company has been completed. With this, the Unit will be able to offer heavier and more complex castings to the market including P-91 and Duplex Stainless Steel Castings. P-91 is an alloy which is used for making castings to be used under very high temperature and pressure, such as Super critical grade steam turbine castings. Duplex grade of stainless steel is used for making castings for special Pumps in order to increase corrosive resistance.

4.14 Industrial relations remained peaceful.

5.00 CONSOLIDATED FINANCIAL STATEMENTS:

5.01 The consolidated financial statements are attached hereto.

6.00 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO UNDER SECTION 217(1) OF THE COMPANIES ACT, 1956:

6.01 The statement giving the required information is annexed hereto.

7.00 PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956, READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975:

7.01 Annexure giving certain details about the employees, in receipt of remuneration of not less than Rs. 60 lacs during the year or Rs. 5 lacs per month during any part of the year, is not annexed with the DirectorsÃ Report. In accordance with Section 219(1)(b)(iv) of the Companies Act, the Annexure is available for inspection by any member at the registered office of the Company during working hours, 21 days before the date of the AGM.

8.00 DIRECTORSÃ RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

8.01 The Statement is annexed hereto.

9.00 MANAGEMENT DISCUSSION & ANALYSIS REPORT UNDER CLAUSE 49 OF THE LISTING AGREEMENT:

9.01 Management Discussion & Analysis Report is annexed hereto.

10.00 CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT:

10.01 Report on Corporate Governance is annexed hereto.

11.00 FIXED DEPOSITS:

11.01 The amount of deposit with the Company, as at the close of the year, was well within the limits prescribed under the provisions of the Companies Act, 1956. 103 depositors of the Company had, as on September 30, 2011, not claimed their deposits up to the due dates for repayment. The amount involved was Rs. 54.64 lacs.

12.00 SUBSIDIARY COMPANIES:

12.01 The audited statements of the subsidiary companies along with the report of the Board of Directors and the Auditors and other statements are not attached and the company has availed exemption allowed by the Government of India, Ministry of Corporate Affairs, vide its General Circular No. 2/2011 Ã file no. 51/12/2007- CL-III dated 8th February, 2011, under Section 212(8) of the Companies Act, 1956.

12.02 The Company has made disclosure in the consolidated balance sheet the following information in aggregate for each subsidiary as per condition of the aforesaid Circular:- (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

12.03 Annual accounts of the subsidiary companies are kept for inspection by any shareholders at the registered office of the holding company as well as at the registered office of the subsidiary companies.

12.04 Hardcopy of the details of accounts of the subsidiaries shall be furnished to any shareholder on demand.

13.00 PERSONNEL:

13.01 The Board wishes to express their appreciation to all the employees of the Company for their outstanding contribution to the operations of the Company during the year.

14.00 ACKNOWLEDGEMENT:

14.01 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities, Stock Exchanges and the Shareholders for their continued co-operation and support to the Company.

14.02 With these remarks, we present the Accounts for the year ended September 30, 2011.

By order of the Board

Vinod K. Nagpal Aditya Puri Director Managing Director

Dated: 25 November, 2011

Sep 30, 2010

1.00 The Directors are pleased to present their Seventy-seventh Annual Report on the business and operations of the Company and financial results for the year ended September 30, 2010.

2.00 FINANCIAL RESULTS:

(Figures in Rs. Lacs)

2.01 The Financial Results for the year are given below:

Profit before Depreciation 14605.88

Depreciation 3073.62

Profit before Taxes 11532.26

Less: Provision for Taxation (including deferred tax) 3328.99

Profit after taxes and available for appropriations 8203.27

Less: a) Dividend

Interim Dividend @ Rs. 9/- per share (paid) 663.25

Final Dividend @ Re.1/-per share 73.70

b) Tax on Dividend 12.24 749.19

c) Transfer to General Reserve 820.33

Balance carried to Profit & Loss Account 6633.75

2.02 In spite of the recession, which continued during the first quarter, your Company had an increase in turnover for the 8th year in succession. The turnover is Rs.1809.90 crores against Rs.1765.31 crores in the previous year. Profit before tax is also higher at Rs. 115.32 crores against Rs. 80.04 crores in the previous year.

2.03 The financial position of the Company has been excellent. The Company has invested Rs.168. 22 crores in Liquid Plus or Fixed Maturity Plans of Mutual Funds and Bank Deposits, which in our view have adequate security.

2.04 The subsidiary company, Saraswati Sugar Mills Limited, has however shown a marginal loss during the year. Higher cane prices had to be paid in view of shortage and consequent competition for cane. Sugar prices, which were expected to remain at a reasonable level, decreased due to large scale imports of sugar and Governments regulatory steps. The working of the sugar factory (recovery and total quantity of cane crushed) on the other hand, was better than last year. No silver lining is presently seen in the current year as the All India sugar production is expected to be higher than All India consumption.

3.00 DIVIDEND:

3.01 The Board has decided to recommend Final Dividend of Re.1/- per Equity Share of Rs.10/- each, in addition to the Interim Dividend (already paid) of Rs.9/- per Equity Share.

4.00 OPERATIONS:

4.01 The lower order booking as a result of recession in last year had an impact on the working during the first quarter of the year. The shops, though almost fully occupied, executed orders with low margins. The situation improved in the subsequent quarters.

4.02 Your Company had a record order booking this year Ã both on the domestic and export fronts.

4.03 The market for Boilers and Sugar Machinery continued to be good and the Company booked a number of export orders. These include Atmospheric Fluidised Bed Boiler burning coffee ground waste for supply to China and two large capacity boilers to be supplied to Central America. The Company continued to book orders in South East Asia.

4.04 As for Sugar Machinery, your Company secured a high value order in Africa. This is the single largest value order booked in the history of the Company. The Company continued to consolidate its position in South East Asia and has booked further business.

4.05 The Process Equipment Division continued to book orders for large Pressure Vessels and Heat Exchangers including equipment to be exported to North America and Europe. On the domestic front, orders were booked for the supply of a Tertiary Separator for Fluidised Catalytic Converter Unit and Convection modules for fried heaters.

4.06 As regards the Machine Building Division, with the recovery of the Automotive sector, business improved and the Company has recently booked good orders for the supply of Presses. In fact, the Presses business is poised for further growth and the Company is envisaging the increase of manufacturing capacity to cater to the expected increase in order booking. In addition to Presses, the Division continues its business of booking jobbing orders from Steel and other Industries.

4.07 The factory set up at Bawal near Gurgaon to manufacture Standard Presses, commenced production during the year.

4.08 With regard to Steel Castings, the order booking is good and the Unit continues to supply castings to many of the prestigious manufacturers of Thermal Power Equipment and Hydro Power Equipment in the country. There has been negligible export due to recession in Europe, which resulted in lowering of prices by Foundries in Europe.

4.09 Your Company has entered into a License Agreement for Sub-Critical and Super-Critical Technologies with Foster Wheeler, USA, for Pulverised Coal (PC) Fired Boilers. This will enable the Company to engineer, design, manufacture, erect and sell Sub-Critical Pulverised Coal Fired Boilers (60 MW to 1000 MW) and Super-Critical Pulverised Coal Fired Boilers (550 MW to 1000 MW) primarily for the Indian territory.

4.10 As a step towards technology up-gradation, the Company has signed an agreement with Bosch Projects, South Africa, for the transfer of technology for manufacturing Chainless Cane Diffusers and other Sugar Machinery equipment with exclusive rights for Asia (excluding Thailand).

4.11 The Company has also signed a Technology Agreement with Belleli, Italy, for the manufacture of Vessels with complex chemistries for the Oil, Gas and Power sectors, primarily for India.

4.12 As the shareholders are aware, a Joint Venture was formed in the name of ISGEC HACO Metal Forming Machinery Private Limited along with HACO N.V. Belgium. As the prospects were not promising, the Board decided to exercise the option to exit from the Joint Venture in terms of the Memorandum of Understanding.

4.13 Industrial relations remained peaceful.

5.00 CONSOLIDATED FINANCIAL STATEMENTS:

5.01 The consolidated financial statements are attached hereto.

6.00 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

6.01 In compliance with the provisions of Section 217(1) of the Companies Act, 1956, the statement giving the required information is annexed hereto.

7.00 PARTICULARS OF EMPLOYEES:

7.01 The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, require the Company to provide certain details about the employees who were in receipt of remuneration of not less than Rs.24 lacs (Rupees 24,00,000) during the year ended 30th September 2010 or not less than Rs.2 lacs (Rupees 2,00,000) per month, during any part of the said year. According to the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the DirectorsReport being sent to the shareholders does not include this annexure. The Annexure regarding the Particulars of Employees under section 217(2A) of the Companies Act, 1956, will be available for inspection by any member at the registered office of the Company during working hours, 21 days before the date of the AGM.

8.00 DIRECTORSRESPONSIBILITY STATEMENT:

8.01 The DirectorsResponsibility Statement as required under Section 217(2AA) of the Companies Act, 1956, is annexed hereto.

9.00 MANAGEMEVT DISCUSSION & ANALYSIS REPORT:

9.01 In compliance with the provisions of Clause 49 of the Listing Agreement, Management Discussion & Analysis Report is annexed hereto.

10.00 CORPORATE GOVERNANCE:

10.01 In compliance with the provisions of Clause 49 of the Listing Agreement a report on Corporate Governance is annexed hereto.

11.00 FIXED DEPOSITS:

11.01 The amount of deposit with the Company, as at the close of the year, was well within the limits prescribed under the provisions of the Companies Act. 217 depositors of the Company had, as on September 30, 2010, not claimed their deposits upto the due dates for repayment. The amount involved was Rs.119.78 lac.

12.00 SUBSIDIARY COMPANIES:

12.01 The Audited Statements of accounts of the subsidiary companies along with the Report of Board of Directors and the AuditorsReport thereon of the subsidiary companies are annexed hereto.

12.02 A statement pursuant to Section 212 of the Companies Act, 1956, is also annexed hereto.

13.00 PERSOMMEL:

13.01 The Board wishes to express their appreciation to all the employees of the Company for their outstanding contribution to the operations of the Company during the year.

14.00 ACKNOWLEDGEMENT:

14.01 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities, Stock Exchanges and the Shareholders for their continued co-operation and support to the Company.

14.02 With these remarks, we present the Accounts for the year ended September 30, 2010.

BY ORDER OF THE BOARD

RANJIT PURI

Dated: 27 November, 2010 Chairman

Sep 30, 2009

1.00 The Directors are pleased to present their Seventy-sixth Annual Report on the business and operations of the company and financial results for the year ended September 30,2009.

2.00 FINANCIAL RESULTS:

(Figures in Rs. /Lacs)

2.01 The Financial Results for the year are given below:

Profit before Depreciation 10,836

Depreciation 2,832

Profit for the year 8,004

Less: Provision for Taxation including deferred tax 2,891

Proposed Dividend 737

Transfer to General Reserve 511

Balance carried to Profit & Loss Account 3,865

2.02 In spite of recession world over your Company had increase in sales for the seventh year in succession. Sales were Rs. 1,765 crore against Rs. 1,364 crore in the previous year.

2.03 The shareholders will also be pleased to see the profit that has been reported.

2.04 Export billing continued to surge and it was 30% of the total turnover.

3.00 DIVIDEND:

3.01 The Board has decided to recommend dividend of Rs. 10/- per Equity Share of Rs. 10/- each.

4.00 OPERATIONS:

4.01 The manufacturing operations of Works at Yamunanagar and Dahej were affected by the downturn in the economy. Several projects in the Oil & Refinery sectors were delayed because of low crude prices. There was improvement in this business during the last quarter. In spite of recovery in the automotive sector, new capacities are not being set up. The enquiries for presses for this sector were very few. Accordingly, efforts are being made to book orders from steel plants, railways and defence.

4.02 The market for Boilers and Sugar Machinery remains fairly good. The Company has been able to secure repeat order for two large Boilers from the Bhushan group. These will be the largest Boilers to be supplied by your Company.

4.03 With regard to Steel Castings, the export market was badly affected by the slowdown. Orders from domestic buyers were, however, satisfactory. The market has improved and an expansion to manufacture complex and larger steel castings upto 40 Tonnes is under implementation.

4.04 In view of the expected healthy demand for Standard Presses, a factory designed for standard presses is being set up at Bawal, near Gurgaon. The factory is likely to start operations in January 2010.

4.05 Orders in hand including exports are at a record level.

4.06 Important export orders include orders for the supply of two boilers to South America, one boiler to Africa, seven pressure vessels to Africa and seven heat exchangers to Europe. The Pressure Vessels for Africa will be the first equipment to be despatched by Barge from Dahej Plant.

4.07 On the domestic front, your company had a breakthrough in the Engineering Procurement and Construction (EPC) business of power plant by booking an order for a 36 MW Cogeneration Plant from Infrastructure Leasing and Financial Services Limited (IL&FS).

4.08 Other major domestic orders include an order for Coke Drums, which is the largest value single order booked by the Pressure Vessel Division and also the largest equipment to be fabricated in shop and to be delivered in a single piece. This Division has also booked an order for two Hot Separator Vessels, which will be the thickest Chromium-Molybdenum Vessel to be fabricated in the shop. Another first is the order for six Helix Exchangers with 9 Chromium & 1 Molybdenum material, which will be handled for the first time by the Division.

4.09 The Company shipped the first package type Oil and Gas fired boiler to the United States and successfully commissioned 18 boilers during the year.

4.10 As a step towards technology up-gradation, the Company has signed an agreement with a Japanese company, Hitachi Zosen, for technology transfer for the manufacture of Chrome - Moly Vanadium Reactors and critical Equipments for the Fertilizer sector.

4.11 During the year the Pressure Vessel Division manufactured and supplied a Hot Separator Column in 2.25 Chromium 1 Molybdenum with thickness 115 mm from Dahej. This is the thickest vessel manufactured by your Company in this metallurgy.

4.12 The Company successfully manufactured and supplied 2500 T Transfer Press to Europe.

4.13 Industrial relations remain generally peaceful.

4.14 As mentioned above, the orders in hand including export are at record level. However, the margins continue to be under pressure due to increase in the steel prices and competition particularly from South Korea where there is abundant spare capacity for the manufacture of Pressure Vessels and Presses.

5.00 CONSOLIDATED FINANCIAL STATEMENTS:

5.01 The consolidated financial statements are attached.

6.00 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

6.01 In compliance with the provisions of Section 217(1) of the Companies Act, 1956, the statement giving the required information is annexed hereto.

7.00 PARTICULARS OF EMPLOYEES:

7.01 The particulars of the employees as required under Section 217(2A) of the Companies Act, 1956, are given in the Annexure.

8.00 DIRECTORSRESPONSIBILITY STATEMENT:

8.01 The Directors Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956, is annexed.

9.00 MANAGEMENT DISCUSSION & ANALYSIS REPORT:

9.01 In compliance with the provisions of Clause 49 of the Listing Agreement, Management Discussion & Analysis Report is annexed.

10.00 CORPORATE GOVERNANCE.

10.01 In compliance with the provisions of Clause 49 of the Listing Agreement a report on Corporate Governance is annexed.

11.00 FIXED DEPOSITS:

11.01 207 depositors of the company had, as on September 30,2009, not claimed their deposits upto the due dates for repayment. The amount involved was Rs. 114.51 lac. The amount of deposit with the company as at the close of the year was well within the limits prescribed under the provisions of the Companies Act.

12.00 SUBSIDIARY COMPANIES:

12.01 The Audited Statements of accounts of the subsidiary companies along with the Report of Board of Directors and the Auditors Report thereon of the subsidiary companies are annexed.

12.02 A statement pursuant to Section 212 of the Companies Act, 1956, is also attached to these Accounts.

13.00 PERSONNEL:

13.01 The Board wishes to express their appreciation to all the members of the staff and workforce of the Company for their outstanding contribution to the operations of the Company during the year.

14.00 ACKNOWLEDGEMENT:

14.01 Your Directors take this opportunity to thank the Financial Institutions, Banks, Government Authorities, Regulatory Authorities, Stock Exchanges and the Shareholders for their continued co-operation and support to the Company.

14.02 With these remarks, we present the Accounts for the year ended September 30,2009.

BY ORDER OF THE BOARD

RANJITPURI Dated: 29th December, 2009 Chairman

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