Directors Report of Iykot Hitech Toolroom Ltd.

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting their 23 rd Annual Report and the Audited accounts of the company for the year ended 31st March 2014.

1.0 FINANCIAL RESULTS

Year ended 31.03.2014 31.03.2013

Profit & Loss before interestanddepreciation 41.45 18.96

Interest 12.78 15.67

Depreciation 24.91 21.59

Deferred tax asset/liability (2.05) 1 .19

Profit and Loss after interest and depreciation 1.71 (19.49)

Provision for taxation 0.70 -

Profit / (Loss) after taxation 1.01 (19.49)

Balance Brought Forward from Previous year (44.29) (24.80)

Balance carried to Balance Sheet (43.28) (44.29)

2.0 DIVIDEND:

Considering the accumulated losses, your Directors have not recommended any dividend on equity share capital of the company for the year ended 31st March 2014.

3.0 AUSTERITY MEASURES:

The Company continues to pursue austerity measures to achieve cost reduction.

4.0 CORPORATE GOVERNANCE

As per the Clause 49 of the Listing Agreement and in accordance with the provisions of the said Clause Audit Committee, Share holders/Investors Grievance Committee, Remuneration Committee has met and transacted business as laid down.

In pursuance of Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with the Auditors Certificate are given elsewhere and form part of this report.

5.0 TRADING IN THE SHARES / DEMAT OF SHARES

Your shares are demated with ISNI Code INE 079L01013 and are approved both NSDL and CDSL with effect from May 2010.

Your shares are traded at Bombay Stock Exchange.

6.0 DIRECTORS

The Company has, pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange has appointed Mr.Rajapandian Sivalingam T, Mr.Muthulingam Sivarama Krishnan and Mr.Paramasivan Arunachala Devar as Independent Directors of the Company. The Company has received declarations from the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49. In accordance with the provisions of section 149(4) and section 152 (5) of the Companies Act,2013, Mr.Rajapandian Sivalingam T, Mr. Muthulingam Sivarama Krishnan and Mr. Paramasivan Arunachala Devar are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

Mrs. Karthiga Karthikeyan was appointed as an additional Director of the Company with effect from 31st July 2014 and holds office till the Conclusion of this Annual General Meeting. A notice has been received from the Member of the Company signifying his intention to propose Mrs.Karthiga Karthikeyan as a candidate for the office of Director of the Company under Section 160(1) of the Companies Act, 2013 and liable to retire by rotation.

Mr.Iyempandi Subbiah Director of the Company retires by rotation and being eligible, offers himself for reappointment, in accordance with the requirements of Companies Act, 2013.

7.0 INFORMATION UNDER SECTION 217(2A) & 217 (1) (E) OF THE COMPANIES ACT, 1956.

During the year no employees has drawn salary in excess of the amounts prescribed under Section 217 (2A) of the Companies Act, 1956 read with (Companies particulars of employees) Rules 1975.

8.0 FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from the public from the date of commencement of Business.

9.0 COMPANY SECRETARY:

Steps are being taken to appoint a whole-time Company Secretary under the provisions of the Companies Act, 1956.

10.0 AUDITOR''S REPORT

With reference to point no.2(d) and point no.viii of the Auditor''s Report we would like to furnish our reply as under:

(i) Non provision of gratuity and leave encashment : According to the management considering the number of employees, we are of the opinion, the leave encashment and gratuity will be accounted on cash basis.

(ii) Internal Audit : The company''s average annual turnover has exceeded Rs. 5.0 crores, in the financial year 2013 - 2014. Hence the company will be appointing internal auditor in the financial year 2014-2015

11.0 AUDITORS

The Auditors, M/s. Ramadoss & Co., Chartered Accountants, Chennai hold office up to the date of the ensuing Annual General Meeting and are eligible for re- appointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Ramadoss & Co., that their appointment, if made, would be in conformity with the limits specified in the said section.

12.0 RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31st 2014, the applicable accounting standards have been followed along with proper explanation.

(b) That such accounting policies as mentioned in schedule 20 to the annual accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on March 31st 2014 and of the profit/loss of the company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended 31st March 2014 have been prepared on a going concern basis.

13.0 CORPORATE GOVERNANCE

A separate detailed corporate governance report is attached herewith.

14.0 COMPLIANCE CERTIFICATE:

As per the provisions of Section 383A of the Companies Act, 1956, a compliance certificate from a Company Secretary in whole time practice is annexed hereto which forms part of this Report.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Banks, Central/State Government departments, its Customers and Suppliers.

Place : Chennai S. IYEMPANDI Date : 31.07.2014 Managing Director

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Mar 31, 2013

The Directors have great pleasure in presenting their 22nd Annual Report and the Audited accounts of the company for the year ended 31st March 2013.

1.0 FINANCIAL RESULTS Year ended 31.03.2013 31.03.2012 Profit & Loss before interest and depreciation 18.96 117.16

Interest 15.67 15.74

Depreciation 21.59 20.96

Deferred tax asset/liability (1.19) 0.11

Profit and Loss after interest and depreciation (19.49) 80.35

Provision for taxation 24.78

Profit / (Loss) after taxation (19.49) 55.57

Balance Brought Forward from Previous year (24.80) (80.37)

Balance carried to

Balance Sheet (44.29) (24.0)

2.0 DIVIDEND:

Considering the accumulated losses, your Directors have not recommended any dividend on equity share capital of the company for the year ended 31st March 2013.

3.0 AUSTERITY MEASURES:

The Company continues to pursue austerity measures to achieve cost reduction.

4.0 CORPORATE GOVERNANCE

As per the Clause 49 of the Listing Agreement and in accordance with the provisions of the said Clause Audit Committee, Share holders/Investors Grievance Committee, Remuneration Committee has met and transacted business as laid down.

In pursuance of Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with the Auditors Certificate are given elsewhere and form part of this report.

5.0 TRADING IN THE SHARES / DEMAT OF SHARES

Your shares are demated with ISNI Code INE 079L01013 and are approved both NSDL and CDSL with effect from May 2010.

Your shares are traded at Bombay Stock

Exchange.

6.0 DIRECTORS

Under Article 116, Thiru.M.S.Krishnan Director of the Company retire from office by rotation and being eligible, offers for re-appointment.

It is with a heavy heart we inform you about the sudden demise of our Director Prof.Rooshikumar Pandya who passed away on 13th April 2013. He served your company from the inception and was a great guiding force for the executive directors.

7.0 INFORMATION UNDER SECTION 217(2A) & 217 (1) (E) OF THE COMPANIES ACT, 1956.

During the year no employees has drawn salary in excess of the amounts prescribed under Section 217 (2A) of the Companies Act, 1956 read with (Companies particulars of employees) Rules 1975.

8.0 FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from the public from the date of commencement of Business.

9.0 COMPANY SECRETARY:

Steps are being taken to appoint a whole-time Company Secretary under the provisions of the Companies Act, 1956.

10.0 AUDITOR''S REPORT

(i) Non provision of gratuity and leave encashment : According to the management considering the number of employees, we are of the opinion, the leave encashment will be accounted on cash basis.

(i) a) In regards gratuity, the company will be entering into a agreement with M/s. Life Insurance Corporation of India in the ensuing year.

(ii) Internal Audit : The company''s average annual turnover has exceeded Rs. 5.0 crores, in the financial year 2012 - 2013. Hence the company will be appointing internal auditor in the financial year 2013-2014

11.0 AUDITORS

M/s.Ramadoss & Co, Chartered Accountants, Chennai retires at the conclusion of 22nd Annual General Meeting and are eligible for re-appointment.

The Directors recommend their re-appointment.

12.0 RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31st 2013, the applicable accounting standards have been followed along with proper explanation.

(b) That such accounting policies as mentioned in schedule 23 to the annual accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on March 31st 2013 and of the profit/loss of the company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended 31st March 2013 have been prepared on a going concern basis.

14.0 CORPORATE GOVERNANCE

A separate detailed corporateb governance report is attached herewith.

15.0 COMPLIANCE CERTIFICATE:

CERTIFICATE UNDER CLAUSE 47 OF THE LISTING AGREEMENT FOR THE YEAR ENDED 31ST MARCH 2013.

We have examined all share Transfer Deeds, Memorandum of Transfers, Register, files and other documents relating to M/s.IYKOT HITECH TOOLROOM LTD, (Regn No.21330 of 1991) maintained by Cameo Corporate Services Ltd "Subramanian Building, No.1, Club House Road, Chennai – 600 002 pertaining to transfer of equity shares of the Company for the period from 01.04.2012 to 31.03.2013 for the purpose of issuing Certificate as per Clause 47 (C)of the Listing Agreement entered in to by, M/s.

IYKOT HITECH TOOLROOM LTD, with the Stock Exchanges and based on the information provided by Cameo Corporate Services Ltd and hereby certify that the Company has delivered during year ended on 31.03.2013.

a) Share Certificate relating to the Share Transfer Deeds received during the period from 01.04.2012 to 31.03.2013 as entered in the Memorandum of Transfers have been issued within one month from respective date of lodgment of each deed excepting those rejected on technical grounds.

b) Share Certificates in respect of requests for exchange of duplicate and split certificates have been issued within one month of lodgment.

Lakshmi Subramanian

Senior Partner

Practicing Company Secretaries

(Membership No.3534)

"Murugesa Naicker Office Complex",

81, Greams Road, Chennai - 600 006.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Banks, Central/State Government departments, its Customers and Suppliers. S. IYEMPANDI

Managing Director

Place : Chennai

Date : 25.05.2013

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Mar 31, 2012

The Directors have great pleasure in presenting their 21st Annual Report and the Audited Accounts of the company for the year ended 31st March 2012.

1.0 FINANCIAL RESULTS :

Year ended 31.03.2012 31.03.2011

Profit & Loss before

interest and depreciation 117.16 125.46

Interest 15.74 11.97

Depreciation 20.96 18.18

Deferred Tax Asset/Liability 0.11 0.16

Profit and Loss after

interest and depreciation 80.35 95.31 Short provision of income tax of earlier year - 2.85 Provision for taxation 24.78 29.61

Profit / (Loss) after taxation 55.57 63.00

Balance Brought Forward from Previous year (80.37) (143.38)

Balance carried to Balance Sheet (24.80) ( 80.37)

2.0 Dividend :

Considering the accumulated losses, your Directors have not recommended any dividend on equity share capital of the company for the year ended 31st March 2012.

3.0 AUSTERITY MEASURES:

The Company continues to pursue austerity measures to achieve cost reduction.

4.0 CORPORATE GOVERNANCE

As per the Clause 49 of the Listing Agreement and in accordance with the provisions of the said Clause Audit Committee, Shareholders/Investors Grievance Committee, Remuneration Committee has met and transacted business as laid down.

In pursuance of Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with the Auditors Certificate are given elsewhere and form part of this report.

5.0 TRADING IN THE SHARES / DEMAT OF SHARES

Your shares are demated with ISNI Code INE 079L01013 and are approved both NSDL and CDSL with effect from May 2010.

Your shares are traded at Bombay Stock Exchange.

6.0 DIRECTORS

Under Article 1 1 6, Thiru. A. Paramasivam, and Dr. S. Rajapandian Directors of the Company retire from office by rotation and being eligible, offer for re-appointment.

7.0 INFORMATION UNDER SECTION 21 7(2A) & 217 (1) (E) OF THE COMPANIES ACT, 1956.

During the year no employees has drawn salary in excess of the amounts prescribed under Section 217 (2A) of the Companies Act, 1956 read with (Companies particulars of employees) Rules 1975.

8.0 FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from the public from the date of commencement of Business.

9.0 COMPANY SECRETARY:

Steps are being taken to appoint a whole- time Company Secretary under the provisions of the Companies Act, 1956.

10.0 AUDITORS

M/s.Ramadoss & Co, Chartered Accountants, Chennai retires at the conclusion of 21 st Annual General Meeting and are eligible for re-appointment.

The Directors recommend their re-appointment.

11 MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENT :

The company is in the business of manufacturing plastic moulded components for white goods, automobile and entertainment electronics. The company has it factory at No.131/2, Thiruneermalai Road, Nagalkeni, Chromepet, Chennai.

PRODUCT RANGE:

The company manufactures moulded components from 200 grams to 3000 grams of different sizes. It has installed eight moulding machines in this facility of capacity ranging from 150 Tons to 850 Tons.

QUALITY CONTROL:

The company has initiated a two tier quality control system for all its products. The supervisors and operators check the quality of the product as it comes out of the machines. Any defect in the machine of deformation, color change are identified and moved to defective goods storage.

In the second stage a separate inspector checks for this dimension and fitment of the product and then affix his seal for approval.

MARKETING:

The company visits every other plastic component user as a regular basis and try to add them as customer and then try to retain them by timely supply and quality products.

OPPORTUNITY AND THREAT :

The growth of Chennai as a automobiles and white goods manufacturing centre generates lot of opportunities for plastic component manufactures like our company. However a 20% power cut plus evening peak hour restrictions between (06.00 p.m. to 10.00 p.m.) for the last three years put untold miseries for all plastic manufactures.

It is very difficult to meet the existing demand. The company resort to generate current using a generator which prohibitively experience. This prevent us from making use of the opportunities.

OUTLOOK :

The general manpower problem affecting all manufacturing industries is a cause for worry for the company. The all arrived raise in price and the salary level prevelent due to growth of I.T. Industries in Chennai, is affecting the margin of the company. The salary has to be increased several times in a year. The labour turnover is another area of concern. The migrant labour from other part of India gives some relief but can cause problems also.

RISK AND CONCERN :

The main raw material used is ABS. The price of raw material is highly fluctuating according to the price of crude price. However, we have an agreement with our customers to change the price as and when the raw material price change.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

The company made a turn over of Rs.872.15 lakhs and a net profit of Rs. 55.57 lakhs after tax. This is considered satisfactory. However, the management is trying every means to increase these figures every year.

12. RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31st 2012, the applicable accounting standards have been followed alongwith

proper explanation relating to material departures, if any;

(b) That such accounting policies as mentioned in schedule 21 to the annual accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on March 31st 2012 and of the profit of the company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended 31st March 2012 have been prepared on a going concern basis.

13.0 CORPORATE GOVERNANCE :

A separate detailed corporate governance report is attached herewith.

14.0 COMPLIANCE CERTIFICATE :

CERTIFICATE UNDER CLAUSE 47 OF THE LISTING AGREEMENT FOR THE YEAR ENDED 31st MARCH 2012.

We have examined all share Transfer Deeds, Memorandum of Transfers, Register, files and other documents relating to M/s. IYKOT HITECH TOOLROOM LIMITED, (Regn No. 21330 of 1991) maintained by M/s. Cameo Corporate Services Ltd "Subramanian Building, No.1, Club House Road, Chennai - 600 002 pertaining to transfer of equity shares of the Company for the period from 01.04.2011 to 31.03.2012 for the purpose of issuing Certificate as per Clause 47 (C)of the Listing Agreement entered in to by, M/s. IYKOT HITECH TOOLROOM LIMITED, with the Stock Exchanges and basing on the information provided by the Company and hereby certify that the Company has delivered during year ended on 31.03.2012.

a) Share Certificate relating to the Share Transfer Deeds received during the period from 01.04.2011 to 31.03.201 2 as entered in the Memorandum of Transfers have been issued within one month from respective date of lodgment of each deed excepting those rejected on technical grounds.

b) Share Certificates in respect of requests for exchange of duplicate and split certificates have been issued within one month of lodgment.

R.DEENADAYALU

Practising Company Secretary (C.RNo.7697) No.5/1 65, III Street, Venkateswara Nagar, Pozhichalur, Chennai-600074.

ACKNOWLEDGEMENTS :

The Directors wish to place on record their appreciation of the continuous support received by the Company from the Investors, Participating Financial Institution, Banks, Foreign Principals, Central/State Government Departments, its Customers and Suppliers.

Place : Chennai N.K.S.KOLAPPAN

Date : 31.07.2012 Joint Managing Director

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Mar 31, 2010

The directors have great pleasure in presenting their 19th Annual Report and the Audited accounts of the company for the year ended 31st March 2010.

1.0 FINANCIAL RESULTS

Year ended 31.03.2010 31.03.2009

Profit & Loss before interest

and depreciation 68.71 86.92

Interest 8.51 11.56

Depreciation 15.79 15.49

Deferred tax asset 0.20 0.06

Profit and Loss after

interest and depreciation 44.61 59.95

Short provision of income

tax of earlier year - 0.16

Provision for taxation 6.92 6.22

Profit / (Loss) after taxation 37.69 53.55

Balance Brought Forward

from Previous year (181.07) (234.63)

Balance carried to

Balance Sheet (143.38) (181.08)



2.0 DIVIDEND :

Considering the accumulated losses, your Directors have not recommended any dividend on equity share capital of the company for the year ended 31st March 2010.

3.0 AUSTERITY MEASURES :

The Company continues to pursue austerity measures to achieve cost reduction.

4.0 CORPORATE GOVERNANCE

As per the Clause 49 of the Listing Agreement and in accordance with the provisions of the said Clause Audit Committee, Share holders/ Investors Grievance Committee, Remuneration Committee has met and transacted business as laid down.

In pursuance of Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with the Auditors Certificate are given else where and form part of this report.

5.0 TRADING IN THE SHARES / DELISTING OF EQUITY SHARES:

Bombay Stock Exchange Ltd, with effect from 15.04.2009 has revoked the suspension of your shares from listing. The listing effected is for the reduced capital of Rs.304.0 Lakhs consisting of 60,84,000 equity shares of Rs.5/- each fully paid up.

The Scrip Code is 522245 and Group allotted is Z. Abbreviated name on BOLT system is "IYKOT HITEC" and Scrip ID on BOLT system is "IYKOT HITE".

Your shares are demated with ISNI Code INE 079L01013 and are approved both NSDL and CDSL with effect from May 2010.

Your shares are traded at Bombay Stock Exchange Ltd from 18.06.2010.

6.0 DIRECTORS

Under Article 116, Thiru.A.Paramasivam, and Dr.S.Rajapnadian Directors of the company retire from office by rotation and being eligible, offer for re-appointment.

7.0 INFORMATION UNDER SECTION 217(2A) & 217 (1) (E) OF THE COMPANIES ACT, 1956.

7.1 During the year no employee has drawn salary in excess of the amounts prescribed under Section 217 (2A) of the Companies Act, 1956 read with (Companies particulars of employees) Rules 1975.

7.2 INFORMATION REQUIRED UNDER SECTION 217 (1) (E) IS GIVEN HEREUNDER:

(i) Conservation of energy : All steps have been taken into conserve energy of all levels.

(ii) Technology Absorption, Adoption : Not applicable. and Innovation



7.3 RESEARCH AND DEVELOPMENT

Research wing is active in developing new products in line with the ELVD already being manufactured.

7.4 FOREIGN EXCHANGE EARNINGS AND OUTGO:

(i) The Foreign Exchange earnings : NIL

(ii) The Foreign Exchange outgo : Rs.26,41,264/-

8.0 FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from the public from the date of commencement of Business.

9.0 COMPANY SECRETARY:

Steps are being taken to appoint a whole-time Company Secretary under the provisions of the Companies Act, 1956.

10.0 AUDITORS

M/s.Ramadoss & Associates, Chartered Accountants, Chennai retires at the conclusion of 19th Annual General Meeting and are eligible for re-appointment. The Directors recommend their re-appointment.

11.0 RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31st 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

(b) That such accounting policies as mentioned in schedule 20 to the annual accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on March 31st 2010 and of the profit of the company for that year;

(C) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(D) That the Annual accounts for the year ended 31st March 2010 have been prepared on a going concern basis.

12.0 CORPORATE GOVERNANCE

A separate detailed corporate governance report is attached herewith.

13.0 ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Financial Institution, Banks, Foreign Principals, Central/State Government departments, its Customers and Suppliers.

Place : Chennai N.K.S.KOLAPPAN S.IYEMPANDI

Date : 31.07.2010 Joint Managing Director Managing Director