Directors Report of Nagpur Power & Industries Ltd.

Mar 31, 2023

DIRECTORS REPORT

To

The Members,

Nagpur Power and Industries Limited

Your Directors take pleasure in presenting the 27th (Twenty Seventh) Annual Report of Nagpur Power and
Industries Limited along with the summary of Standalone and Consolidated Financial Statements for the financial
year ended March 31,2023.

1. FINANCIAL HIGHLIGHTS:

The Company’s financial performance (standalone and consolidated) for the year ended March 31, 2023 is
summarized below:

	Standalone		Consolidated
Particulars	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from Operations and Other Income	0	16.07	4383.35	3299.55
Other Income (Net of Excise Duty)	110.46	950.10	110. 77	929.90
Total Income / Revenue	110.46	966.18	4494.12	4229.45
Profit/(Loss) before Interest, Depreciation & Tax	(127.21)	660.09	81.84	705.31
Less: Interest	0.85	1.64	146.91	120.34
Profit before Depreciation & Tax	(128.06)	658.45	(65.07)	584.97
Less: Depreciation	8.03	15.36	296.33	262.92
Profit/ (Loss) before Taxation	(136.09)	643.09	(361.40)	322.06
Less: Provision for Current Tax / (MAT)	7.80	31.24	7.80	55.96
Deferred Tax and adjustments prior year Minimum Alternate tax credit	-	-	0.60 2.94	0.69
Profit/ (Loss) after tax for the year	(143.89)	611.85	(372.74)	265.41
Total other comprehensive income (net of tax)	25.58	19.01	12.53	17.41
Total comprehensive income for the year	(118.31)	630.86	(360.20)	282.81

2. STATE OF COMPANY’S AFFAIRS:

STANDALONE:

The Company has posted a zero revenue from operations for the current year (F.Y. 2022-23) as compared to INR
16.07 Lakhs in F.Y. 2021-22. The Loss during the F.Y. 2022-23 was at INR 143.89 Lakhs as compared to Profit of
INR 611.85 Lakhs in F.Y. 2021-22 translating to Basic Earnings Per Share at INR (1.10) for the F.Y. 2022-23 as
against INR 4.67 in F.Y. 2021-22.

CONSOLIDATED:

The Company recorded operational revenue of INR 4383.35 Lakhs during the F.Y. 2022-23 as compared to INR
3299.55 Lakhs in F.Y. 2021-22. The Loss during the F.Y. 2022-23 was at INR 372.74 Lakhs as compared to Profit
of INR 265.41 Lakhs in F.Y. 2021-22 translating to Basic Earnings Per Share at INR (2.78) for the F.Y. 2022-23 as
against INR 2.32 in F.Y. 2021-22.

3. DIVIDEND:

In view of the losses incurred and in order to conserve capital for future investment plan, the Board of Directors
does not recommend any dividend for the financial year 2022-23.

4. TRANSFER TO RESERVES:

During the year under review, no amount was required to be transferred to General Reserve.

5. SHARE CAPITAL:

During the year, the Company has not issued shares with differential voting rights, nor has granted any stock
options or sweats equity, no bonus shares were issued by the Company. There was no provision made by the
Company for purchase of its own shares by employee or by the trustee. As on March 31, 2023, none of the
Directors of the Company hold instruments convertible into equity shares of the Company.

During the year, there was no change in the Share Capital of the Company. As on March 31, 2023, the issued,
subscribed and paid up share capital of your Company stood at Rs. 13,09,55,070/- comprising 1,30,95,507 Equity
shares of Rs. 10/- each.

6. CHANGE IN NATURE OF BUSINESS:

There was no change in nature of business during the year under review.

7. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting the financial position of the Company, which have
occurred between the end of the financial year of the Company to which this report relates and the date of the report
except as otherwise mentioned in this director report, if any.

There had been no changes in the nature of Companies business. To the best of information and assessment there
has been no material changes occurred during the financial year, generally in the classes of business in which the
Company has an interest except as otherwise mentioned in this director report, if any.

8. DEPOSITORY SYSTEM:

Your Company’s equity shares are available for dematerialisation through National Securities Depository Limited
and Central Depository Services (India) Limited. As on March 31, 2023, 90.15% of the equity shares of the
Company were held in dematerialised form and balance 9.85% is in physical form. The Company’s Registrar and
Share Transfer Agent is M/s. Link Intime India Pvt. Ltd. having office at C-101,247 Park, LBS Marg, Vikhroli - (W),
Mumbai - 400083.

9. ANNUAL RETURN:

Pursuant to the provisions of section 92 (3) of Companies Act, 2013, the Annual Return of the Company as on 31st
March, 2023, will be made available on the Company’s Website after the ensuing Annual General Meeting and can
be accessed at the web link https://www.nagpurpowerind.com/investors/corporate-governance/ .

10. NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (four) times in the financial year ended March 31, 2023 on May 20, 2022, August 09, 2022,
November 14, 2022 and February 13, 2023. The details of the attendance of Directors at the Board Meetings during
the financial year 2022-23 are given in the Corporate Governance Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company is well supported by the knowledge and experience of its Directors and Key Managerial Personnel.

In accordance with the Articles of Associations of the Company and the provisions of Section 152 of the Companies
Act, Ms. Nidhi Salampuria (DIN: 07138654) will retire by rotation at the ensuing AGM and being eligible, has offered
herself for re-appointment. The resolution seeking Members’ approval for her re-appointment forms part of the AGM
Notice. The Board of Directors of your Company has recommended her appointment at the ensuing AGM.

During the financial year 2022-23, the Board of Directors, upon recommendation of the Nomination and
Remuneration Committee re-appointed Mr. Virat Mehta (DIN: 07910116) as the Independent Director on Board of
the Company. His re-appointment was approved by the members at 26^th Annual General Meeting (AGM) of the
Members of the Company held on September 23, 2022 for a second term of 5 consecutive years commencing from

September 28, 2022 to September 27, 2027.

Ms. Nidhi Salampuria has tendered her resignation as a Company Secretary & General Counsel and will be
associated with the company till August 31,2023. However, she will continue as the Non-Executive Director on the
board of the Company.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in
terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI / Ministry of
Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company or
any other Company where such Director holds such position in terms of Regulation (10)(i) of Part C of Schedule V
of Listing Regulations.

The Company has following persons as Key Managerial personnel as on the date of this report:

Sr. No.	Name of the person	Designation	Date of Appointment
1	Mr. Gautam Khandelwal	Executive Chairman and Whole Time Director	01.07.2009
2	Mr. Santosh Khandelwal	Chief Financial Officer	30.09.2014
3	Ms. Nidhi Salampuria	Company Secretary& Compliance Officer	30.09.2014

12. DECLARATION INDEPENDENCE:

The Independent Directors of the Company have submitted the declaration of independence as required under
Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6)
of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent
Directors fulfil the conditions specified in these regulations and are independent of the management. The
Independent Directors have also confirmed that they have complied with the Company''s Code of Business
Conduct& Ethics. There has been no change in the circumstances affecting their status as Independent Directors of
the Company.

In the opinion of the Board, the independent directors possess the requisite qualifications, experience and
expertise(including proficiency)and they hold the highest standards of integrity.

In compliance with rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the
Company has received confirmation from the Independent Directors regarding their registration in the Independent
Directors databank maintained by the Indian Institute of Corporate Affairs.

13. FAMILIARIZATION PROGRAM:

The Company conducts familiarization programs for Independent Directors to enable them to understand their roles,
rights and responsibilities. Operational updates are provided for them to have a good understanding of Company’s
operations, businesses and the industry as a whole. They are periodically updated on material changes in
regulatory framework, changes in laws and its impact on the Company.

14. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a structured questionnaire was prepared as per the requirement of the act which
included various aspects of Boards and Committees functioning, Composition of the Board and its Committees,
functioning of the Individual Directors. The aspects covered in the evaluation included the contribution to and
monitoring of corporate governance practices and the fulfilment of Directors’ obligations and fiduciary
responsibilities, including but not limited to, active participation at the Board and Committee meetings.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and
of Non - Executive Directors. The Board expressed their satisfaction with the evaluation process.

15. NOMINATION AND REMUNERATION POLICY:

The policy of the Company on appointment and remuneration, including criteria for determining qualifications,
positive attributes and independence of a Directors, Key Managerial Personnel and Senior Management and other
matters provided under of Section 178 (3) of the Companies Act, 2013 is adopted by the Board and may be

accessed on Company’s website at the link: https://www.naqpurpowerind.com/investors/corporate-qovernance/.

We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration
policy of the Company. Further, the Nomination and Remuneration Committee devises the policy on Board diversity
to provide for having a broad experience and diversity on the Board.

16. LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided by the Company during the
financial year under review form parts of the notes to the financial statements provided in this Annual Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND
OUTGO:

Disclosures pertaining to conservation of energy, technology absorption are not applicable to the Company during
the year under Review.

The Company has not undertaken any R&D activity in the current year.

The Company has not imported any technology during the year.

During the year, the foreign Exchange outgo was Rs. NIL (Previous year - Nil). The Foreign Exchange earning was
NIL (Previous year Rs. NIL).

18. RISK MANAGEMENT

The Company is aware of the risks associated with the business. The Senior Management regularly analyses and
takes corrective actions for managing / mitigating the same. In terms of the requirement of the Act, the Company
has authorized Senior Management to manage, monitor and report on the principal risks and uncertainties that can
impact the ability to achieve the Companies strategic objectives. The Senior Management periodically informs the
board on various issues along with its recommendations and comments for Boards review and necessary action.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

20. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has One Subsidiary Company “The Motwane Manufacturing Company Private Limited”. The
Company does not have /Joint Ventures/Associate Companies. During the year no Company has become or
ceased to be subsidiary or associate of the Company.

21. PERFORMANCE OF SUBSIDIARY:

The Motwane Manufacturing Company Private Limited, Subsidiary of the Company generated a revenue from
operations of INR 4383.35 Lakhs in the year under review. The loss during the F.Y. 2022-23 was at INR 228.83
Lakhs.

22. CONSOLIDATED FINANCIAL STATEMENTS:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial
statements have been prepared by the Company in accordance with the applicable accounting standards and forms
part of the Annual Report. A statement containing the salient features of the Financial Statements of “The Motwane
Manufacturing Company Private Limited”, Subsidiary of the Company as per Rule 5 of the Companies (Accounts)
Rules, 2014, is provided in the prescribed Form AOC-1 which is annexed as “Annexure I”.

23. DEPOSITS:

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, the
Company has not accepted any public deposits during the year under review.

24. RELATED PARTY TRANSACTIONS:

All related party transactions are placed before the Audit Committee for review and approval.

All related party transactions entered during the year were at an arm’s length basis. In terms of Regulation 23 of
SEBI LODR Regulations, the Company had obtained the approval of the members of the Company by ordinary
resolution at the 26^th Annual General Meeting (AGM) held on September 23, 2022, for entering into material related
party transactions. Accordingly, the details of the material related party transactions entered into during the year
have been reported in Form AOC-2, which is given in “Annexure If’ to this Report.

The attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to
Accounts (Note No. 36) forming part of the standalone financial statements.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company website and can
be accessed at the Web link: https://www.nagpurpowerind.com/investors/corporate-governance/ .

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There are no significant and material orders passed by the regulators/ courts/ tribunals which would impact the
going concern status of the Company and its future operations.

26. INTERNAL FINANCIAL CONTROLS:

The Company has an internal financial control system commensurate with the size, scale and complexity of its
operations. The internal controls over financial reporting have been identified by the management and are checked
for effectiveness across all locations and functions by the management and tested by the Auditors on a sample
basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit
Committee periodically.

27. AUDIT COMMITTEE OF THE COMPANY:

The Audit Committee comprises of 4 (four) Directors, viz. Mr. Nimis Sheth (Chairperson), Mr. Virat Mehta, Mr.
Gautam Khandelwal and Mr. Shyam Kanbargi. The composition of the Audit Committee is in compliance with the
requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations. The details of the
role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the members at
such meetings are given in the report on Corporate Governance, which forms part of the Annual report. During the
Financial Year under review, the recommendations made by the Audit Committee were accepted by the Board.

28. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has adopted a Vigil Mechanism and Whistle Blower Policy to report genuine concerns about any
unethical behavior, actual or suspected fraud or violations of the Company’s code of conduct. The provisions of this
policy are in line with the provisions of Section 177 (9) of the Act. The policy can be accessed on the Company’s
website at following link https://www.nagpurpowerind.com/investors/corporate-governance/.

29. STATUTORY AUDITORS AND STATUTORY AUDITOR’S REPORT AND NOTES TO FINANCIAL
STATEMENTS

M/s. Parekh Sharma and Associates, Chartered Accountants (Firm Registration No. 129301W) were re-appointed
as the Statutory Auditors of the Company to hold office for a second term of 5 (Five) consecutive years commencing
from conclusion of the 26^th Annual General Meeting (AGM) held on September 23, 2022 until the conclusion of the
31st Annual General Meeting of the Company to be held in the year 2027as per the provisions of Section 139 of the
Companies Act, 2013.

The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit process. For the
financial year 2022-23, the total fees paid by the Company to the Auditors for all the services provided by them was
Rs. 4,75,000/- (Rupees Four Lacs Seventy-Five Thousand Only).

The report issued by M/s. Parekh Sharma and Associates on the financial statements of the Company for the
financial year ended March 31,2023 forms part of the Annual Report. The Notes on financial statement referred to
in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not
contain any qualification, reservation or adverse remark.

30. INTERNAL AUDITORS:

In terms of Section 138 of the Companies Act, 2013 and the rules made there under, M/s M. V. Ghelani & Co.,
Chartered Accountants (ICAI Firm Registration No. 119077W) are Internal Auditors of the Company. The audit
Committee of the Board of Directors in consultation with the Internal Auditors, formulate the scope, functioning,
periodicity and methodology for conducting the internal audit.

31. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company has appointed M/s. DSM & Associates, Practicing Company Secretaries, to
conduct the Secretarial Audit and their Report on Company’s Secretarial Audit is appended to this Report as
“Annexure III”. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. DSM &
Associates, Company Secretary in practice, in their Secretarial Audit Report for the financial year 2022-23.

The Company’s unlisted material subsidiary company - The Motwane Manufacturing Company Private Limited
(“MMCPL”) undergoes Secretarial Audit. A copy of the Secretarial Audit Report of MMCPL has been appended as
“Annexure IV” to this Report.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been
submitted to the stock exchanges within 60 days of the end of the financial year.

32. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2) issued by the Institute of Company Secretaries of India and adopted under the Companies Act.

During the year, the Board of Directors met 4 (four) times, details of which are provided in the Corporate
Governance report.

33. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of
frauds committed in the Company by its officer or employees to the Audit Committee or to Central Government
under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

34. COST RECORD:

Maintenance of cost records as specified under Section 148(1) of the Act is not applicable to your Company.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of
SEBI LODR Regulations, is appended as “Annexure V” to this Report.

36. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the
Corporate Governance requirements as set out by the Securities and Exchange Board of India (“SEBI”).

The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report
as “Annexure VI”. A certificate from M/s. DSM & Associates, Company Secretaries in practice, confirming
compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR
Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of
the Sexual Harassment of Women in the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH”).
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contract, temporary, trainees) are covered under this policy. Following is a summary of
Sexual Harassment Complaints received and disposed off during the year 2022-2023. The details required to be
disclosed under POSH form part of the Corporate Governance Report.

38. PARTICULARS OF EMPLOYEES:

In accordance with the requirements of Section 197(12) read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures with respect to
the remuneration of directors and employees has been appended as “Annexure VII” to this Report.

39. BUSINESS RESPONSIBILITYAND SUSTAINABILITY REPORT:

Our Company is not covered under top one thousand listed entities based on market capitalization, hence Business
Responsibility and Sustainability Report is not applicable to the Company.

40. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

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

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end
of the financial year and of the loss of the Company for that year;

iii) they 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 Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls
are adequate and operating effectively; and

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

41. INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

Mr. Virat Mehta was re-appointed as Independent Director of the Company for a second term of 5 consecutive
years. The Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section
150(1) of the Companies Act, 2013.

42. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there were no instances of onetime settlement with any Bank or Financial Institution.

44. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE
ACCOUNT:

The Company does not have any Shares lying in Demat Suspense Account or Unclaimed Suspense Account.
ACKNOWLEDGEMENTS:

Your Board of Directors wishes to place on record their appreciation for the whole-hearted cooperation received by
the Company from the Shareholders, various Government departments, Business Associates, Company/s Bankers
and all the employees during the year.

For and on Behalf of Board of Directors of
Nagpur Power and Industries Limited

Gautam Khandelwal

Place: Mumbai Executive Chairman

Date: August 11, 2023 DIN: 00270717

---

Mar 31, 2018

To,

The Members,

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Statements of Accounts of the Company for the Financial Year ended March 31, 2018. The Management Discussion and Analysis is also included in this Report.

Financial Highlights

The performance of your Company for the year under review is summarized below:

(Rs. in Lakhs)

Particulars	2017-2018	2016-2017
Revenue from Operations and Other Income	272.12	395.66
Profit/(Loss) before Interest, Depreciation & Tax	(8.29)	84.51
Less: Interest	1.84	2.12
Profit before Depreciation & Tax	(10.13)	82.39
Less: Depreciation	20.03	36.26
Profit/ (Loss) before Taxation	(30.16)	46.13
Less: Provision for Current Tax / (MAT)	8.00	-
Deferred Tax and adjustments prior year	-	-
Less MAT Credit	-	-
Profit/ (Loss) after tax for the year	(38.16)	46.13
Total other comprehensive income (net of tax)	105.94	33.83
Total comprehensive income for the year	67.78	79.96

* Figures as per Ind AS for both the years. Dividend and Reserves

In view of losses suffered by the Company, your Directors do not recommend any dividend for the financial year ended March 31, 2018. During the year under review, no amount was required to be transferred to General Reserve.

Share Capital

During the year, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. There was no provision made of the money by the Company for purchase of its own shares by employee or by trustee. As on March 31, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

During the year, there was no change in the Share Capital of the Company.

As on March 31, 2018, the issued, subscribed and paid up share capital of your Company stood at Rs. 130,955,070/-, comprising 13,095,507 Equity shares of Rs.10/- each.

Directors and Key Managerial Personnel

As per the relevant provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, during the period under review, the following changes in Directors are detailed as follows:

- In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Nidhi Salampuria (DIN 07138654), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. The board recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

The Company has following persons as Key Managerial personnel (KMP):

Sr. No.	Name of the person	Designation	Date of Appointment as KMP
1.	Mr. Gautam Khandelwal	Executive Chairman	15.09.2014
2.	Mr. Santosh Khandelwal	Chief Financial Officer	30.09.2014
3.	Ms. Nidhi Salampuria	Company Secretary	30.09.2014

Details of Board meetings

During the year, the Board of Directors met 6 (Six) times, details of which are provided in the Corporate Governance report. Committees of the Board

The details of the various committees of the board and their composition as on March 31, 2018 are as under:

Name of Director(s)	Audit Committee	Stakeholder Relationship Committee	Nomination & Remuneration Committee
Mr. Nimis Savailal Seth	Chairman	Chairman	Chairman
Mr. Gautam P. Khandelwal	Member	Member	Member
Mr. Girish Bakre	Member	Member	Member
Mr. Virat Mehta	Member	Member	Member
Mr. Ajit Parundekar	Member	Member	Member
Ms. Nidhi Salampuria	—	—	—

Declaration by Independent Directors (IDs)

Mr. Nimis Sheth, Mr. Girish Bakre and Mr. Virat Mehta are Independent Directors of the Company. The Company has received declaration from them confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013.

During the year, the Independent Director meeting was held on September 14, 2017.

Nomination and Remuneration Policy

The policy of the Company on Directors’ Appointment and Remuneration, including criteria for determining qualifications, positive attributes and independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is adopted by the Board and may be accessed on the Company’s website at the link: http:// www.nagpurpowerind.com/investors/corporate-governance/. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared as per the requirement of the act which included various aspects of Boards and Committees functioning, Composition of the Board and its Committees, functioning of the Individual directors. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices and the fulfillment of Directors’ obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non -Executive Directors.

The Board expressed their satisfaction with the evaluation process.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the Regulators or Courts or Tribunals which may impact the going concern status and Company’s operations.

Internal Financial Controls

The details in respect of internal financial control and their advocacy are included in the management discussion and analysis which forms part of this Annual Report

Deposits

During the year, your Company has not accepted any deposits under the provisions of Chapter V of the Companies Act, 2013 and the rules made there under.

Subsidiary/Joint Ventures/Associate Companies:

The Company does not have Joint Ventures/Associate Companies. The Company has One Subsidiary Company “The Motwane Manufacturing Company Private Limited”.

Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Statutory Auditors, their Report and Notes to Financial Statements

M/s. Parekh Sharma and Associates, Chartered Accountants (Firm Registration No. 129301W) were appointed as the Statutory Auditors of the Company as per the provisions of Section 139 of the Companies Act, 2013 to hold office from the conclusion of the 21^st Annual General Meeting (AGM) held on September 28, 2017 until the conclusion of the Fifth consecutive AGM of the Company to be held in the year 2022 (subject to ratification of their appointment by the Members at every AGM held after the AGM held on September 28, 2017).

Further, in accordance with the Companies Amendment Act, 2017, enforced on May 07, 2018 by the Ministry of Corporate Affair, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. Therefore, it is not proposed to ratify the appointment of auditors at the ensuing Annual General Meeting.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

Details in respect of Frauds Reported By Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013 and the rules made there under, M/s. DSM & Associates, Practicing Company Secretary (Certificate of Practice Number : 9394) have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditor is enclosed as Annexure I to this report. The report is self-explanatory and do not call for any further comments.

Adherence to Indian Accounting Standards

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 of the Companies Act, 2013 (the Act) and other relevant provisions of the Act. As these are the first financial statements prepared in accordance with Ind As, Ind As 101 - First-time Adoption of Indian Accounting Standards has been applied. The transition was carried out from Generally Accepted Accounting Principles in India as prescribed under section 133 of the Act, read with rule 7 of the Companies Rules 2014 (IGAAP) which was the previous GAAP.

Secretarial Standards

The Company is in compliance with the applicable secretarial standards.

Internal Auditors

During the year under review, M/s. M.V. Ghelani & Co., Chartered Accountants (ICAI Registration No. 119077W) were appointed as Internal Auditor of the Company with effect from September 28, 2017 and they had carried out the internal audit exercise and submitted their reports periodically.

Related Party Transactions

There have been no materially significant related party transactions between the Company and the Directors, the management, the key managerial personnel, the subsidiaries or the relatives except for those disclosed in the financial statements.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and can be accessed at the Web link: http://www.nagpurpowerind.com/investors/corporate-governance/

Extract of the Annual Return

Pursuant to the provisions of section 92(3) of Companies Act, 2013, the extract of the annual return in Form No. MGT- 9 is enclosed with the report as Annexure II.

Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A) Details of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name of Director/ KMP and Designation	Remuneration of Director/KMP for Financial Year 2017-18 (Rs. in Lacs)	% increase in Remuneration in the Financial Year 2017-18	Ratio of remuneration of each Director/ to median remuneration of employees	Comparison of the Remuneration of the KMP against the performance of the Company
1.	Mr. Nimis Sheth Non-Executive Director	NIL	N.A.	N.A.	N.A.
2.	Mr. Girish Bakre Non- Executive Director	NIL	N.A.	N.A.	N.A.
3.	Ms. Nidhi Salampuria Non-Executive Director	Nil	N.A.	N.A.	N.A.
4.	Mr. Gautam Khandelwal Executive Chairman	12.00	NIL	12.12:1	Company has made a Loss of Rs. 38.15 Lakhs for F.Y. 17-18 VS profit of 46.13 Lakhs (Previous Year).
5.	Mr. Santosh Khandelwal Chief Financial Officer	10.01	10%	N.A.
6.	Ms. Nidhi Salampuria Company Secretary & Compliance Officer	19.80	10%	N.A.

Notes:-

i) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-18: As per table given above

ii) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2017-18 : As per table given above.

iii) The percentage increase in the median remuneration of employees in the financial year 2017-18: -31.97%

iv) There were 17 confirmed employees on the rolls of the Company as on March 31, 2018.

v) Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out of there are any exceptional circumstances for increase in the managerial remuneration: As per table given above

vi) Affirmation that the remuneration is as per remuneration policy of the Company- Yes

B) Particulars of employee’s remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016:

During the year under consideration, none of the employees of the Company were in receipt of remuneration in excess of limits prescribed section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 hence particulars as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are not given.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are given below:

(A) Conservation of Energy:

Your Company continues to take appropriate measures to reduce its energy consumption on a regular basis.

(B) Technology Absorption:

a. Research and Development (R & D):

The Company has not undertaken any R&D activity in the current year.

b. Technology Absorption, Adaptation and Innovation:

The Company has not imported any technology during the year.

(C) Foreign Exchange earnings and outgo:

During the year, the foreign Exchange outgo was Rs 0.85 lakhs (Previous year - Rs. 1.69 lakhs). The foreign exchange. Earning was Nil (Previous year - Nil).

Corporate Social Responsibility (CSR)

Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made.

Cost Record

Maintenance of cost records as specified under Section 148(1) of the Act is not applicable to your Company.

Vigil Mechanism and Whistle Blower Policy

The Company has adopted a Vigil Mechanism and Whistle Blower Policy to report genuine concerns about any unethical behavior, actual or suspected fraud or violations of the Company’s code of conduct. The provisions of this policy are in line with the provisions of Section 177 (9) of the Act. The policy can be accessed on the Company’s website at following link http:// www.nagpurpowerind.com/investors/corporate-governance/

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of Sexual Harassment Complaints received and disposed off during the year 2017-2018.

Sr. No.	No. of Complaint received	No. of Complaints disposed off
1	Nil	N.A.

Material Changes

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any.

There had been no changes in the nature of Company’s business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the Company has an interest except as otherwise mentioned in this director report, if any.

Directors’ Responsibility Statement

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013 (the Act), the Board of Directors, to the best of their knowledge and ability, confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that year;

iii) they 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

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

Corporate Governance

The Company adheres to the requirements set out by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices.

The Corporate Governance which form an integral part of this Report, are set out as Annexure III, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Acknowledgements

Your Board of Directors wishes to place on record their appreciation for the whole-hearted co-operation received by the Company from the Shareholders, various Government departments, Business Associates, Company’s Bankers and all the employees during the year.

For and on behalf of the Board

Place: Mumbai Gautam Khandelwal

Date: August 13, 2018 Chairman

DIN (00270717)

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Mar 31, 2013

To, The Members,

The Directors presents the Sixteenth Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended March 31, 2013.

Financial Highlights

The performance of your Company for the year under review is summarized below:

(Rs. in Lakhs) Particulars 2012-13 2011-12

Sales & Other Income (Net of Excise Duty) 847.77 455.60

Profit/(Loss) before Interest, Depreciation & Tax 21.00

Less: Interest 1.29

Profit before Depreciation & Tax 19.71

Less: Depreciation 29.84

Profit/ (Loss) before Taxation 431.69 (10.13) Less: Provision for Current Tax / (MAT) 90.00

Deferred Tax and adjustments prior year - 16.81

Less MAT Credit Entitlement (90.00)

Profit/(Loss) after tax for the year 431.69 (26.94)

Profit/ (Loss) after tax for the year 431.69 (26.94)

Dividend

In order to conserve resources and augment funds for future developmental activities, your directors do not recommend any dividend.

Directors

Mr. Mohandas Shenoy Adige, Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends to the Members his appointment as a Director.

Mr. Ajit Suresh Parundekar was appointed as an Additional Director (Non-Executive) w.e.f. May 16, 2013. Being an Additional Director, Mr. Ajit Suresh Parundekar retires at the forthcoming Annual General Meeting.

Subsidiary Company and Consolidated Statements

The Company has one subsidiary i.e ''The Motwane Manufacturing Company Private Limited'' (MMCPL). During the year, revenue of the MMCPL has marginally decreased to Rs. 1,499 Lakhs from 1,681 Lakhs in previous year and the company has incurred a loss of Rs. 332.71 Lakhs (Previous year - Net profit of Rs. 9 Lakhs).

In India, the power projects & DISCOM reforms has been stalled and the industrial sector has degrown throughout the year and is under stress. This has led to reduced revenue generation and pressure in the MMCPL''s performance. The R&D efforts continue but the domestic market being challenging, the company is expl oring its potential in the export market for the company''s products. We have invested and expanded our manufacturing capacity which will be utilized as the economy enviornment improves.

The Ministry of Corporate Affairs, vide General Circular No.2/2011 dated 8th February 2011 has granted general exemption to the Holding Company under Section 212 of the Companies Act, 1956 from attaching to its Annual Report, the accounts of its subsidiaries. On the basis of said Circular, the Company has obtained the approval of the Board of Directors for not attaching the accounts of its subsidiary. However, the accounts of the subsidiary are accounted for in the consolidated accounts of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to the Members of the Company as well as Members of subsidiary company who may be interested in obtaining the same at any point of time. The Annual Accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company as well as that of the respective subsidiary company. Hard copy of details of accounts of subsidiary shall be made available to the Members on demand.

Auditors

M/s. M. V. Ghelani& Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed as Statutory Auditors for the Financial Year 2013-14.

The observations made in the Auditor''s Report are self-explanatory and do not call for any further comments. The company has appointed consultant metallurgist to identify, test and advice ascertaining the balance of slag that can be used for recovery.

Employees

Relations between the employees and the management remained cordial during the year under review. The Company has no employees of the specified categories under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended upto date.

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

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors furnish the required details below:

(A) Conservation of Energy:

The Company continues to take appropriate measures with regard to conservation of energy: Total Energy consumption and energy consumption per unit of production is as follows:

(B) technology Absorption:

a. Research and Development (R & D):

The Company has not undertaken any R&D activity in the current year.

b. Technology Absorption, Adaptation and Innovation:

The Company has not imported any technology during the year.

(C) Foreign Exchange earnings and outgo:

During the year under review, the foreign Exchange outgo was Rs 6.71 lakhs (Previous year - Rs 11.19 lakhs). The foreign exchange earning was Nil (Previous year - Nil).

Directors''Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of your Company confirms that:

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2013 and of the profit / loss of the Company for that 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a detailed report on Corporate Governance along with the Certificate of Statutory Auditors on the Compliance is given as an Annexure to this Report.

Acknowledgements

Your Board of Directors wish to place on record their appreciation for the whole-hearted co-operation received by the Company from Shareholders, various Government departments, Company''s Bankers and all the employees during the year under review.

By order of the Board of Directors

Place: Mumbai Gautam Khandelwal

Date: August 13, 2013 Chairman

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Mar 31, 2012

The Directors presents the Sixteenth Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended March 31, 2012.

Financial Highlights

The performance of your Company for the year under review is summarized below:

(Rs. in Lakhs)

Particulars 2011-12 2010-11

Sales & Other Income (Net of Excise Duty) 455.60 1146.39

Profit/(Loss) before Interest, Depreciation & Tax 21.00 713.68

Less: Interest 1.29 2.64

Profit before Depreciation 19.71 711.04

Less: Depreciation 29.84 30.83

Profit / (Loss) before Taxation (10.13) 680.21

Less Provision for Current Tax - 242.00

- Deferred Tax and adjustments prior year 16.81 (0.76)

Profit/(Loss) after tax for the year (26.94) 438.97

Dividend

In order to conserve resources and augment funds for future developmental activities, your directors do not recommend any dividend.

Directors

Mr. Girish Bakre, Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends to the Members his appointment as a Director.

Subsidiary Company and Consolidated Statements

The Company has one subsidiary i.e The Motwane Manufacturing Company Private Limited' (MMCPL). During the year, revenue of the MMCPL has marginally increased to Rs. 1681 Lakhs from Rs. 1411 Lakhs and the MMCPL has incurred a Net profit of Rs. 9 Lakhs (Last Year - Net Loss Rs. (33) Lacs). Motwane is an R &D based company and has an ambitious plan to develop various high technology test and Measurement products which would have applicability in the domestic and international markets.

The products of the company essentially help test, manage and maintain electrical systems in a better way. In a difficult environment where energy costs are rising and environmental issues are a concern, the need to get more out of the existing grid and better management of electrical systems, place MMCPL in a growing market. The Government has initiated various actions to improve the working of the distribution utilities as well as incentives for better energy utilization. The progress of these initiatives will benefit the company.

MMCPL's R&D efforts have begun to start yielding results arid the company has launched the first of its new products in the industrial grade multimeter segment towards the end of the year. The company has also launched products in Diagnostic insulation at par with the best in the world. We anticipate the pace of new launches will be more rapid in the coming year. The company will continue to emphasize its position as a leader in research and development.

The Motwane Brand is known for its quality, reliability, robustness and therefore is well respected in the utility, Industry and Contracting markets. The new products are technologically advanced and will enhance the brand value. In addition, MMCPL has also enhanced its manufacturing capability through capital expenditure in fixed assets, set up a new manufacturing engineering department for taking care of improved quality, processes, and optimization in the productivity for timely customer delivery. These new products across categories will also enable it to cater customers needs better and help expand its customer and distribution footprint, and de-risk the business by having a wider base of customers.

The Ministry of Corporate Affairs, vide General Circular No.2/2011 dated 8th February 2011 has granted general exemption to the Holding Company under Section 212 of the Companies Act, 1956 from attaching to its Annual Report, the accounts of its subsidiaries. On the basis of said Circular, the Company has obtained the approval of the Board of Directors for not attaching the accounts of its- subsidiary. However, the accounts of the subsidiary are accounted for in the consolidated accounts of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to the Members of the Company as well as Members of subsidiary company who may be interested in obtaining the same at any point of time. The Annual Accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company as well as that of the respective subsidiary company. Hard copy of details of accounts of subsidiary shall be made available to the Members on demand.

Auditors

M/s. M. V. Ghelani& Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company hold office until the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed as Statutory Auditors for the Financial Year 2012-13.

The observations made in the Auditor's Report are self-explanatory and do not call for any further comments.

Employees

Relations between the employees and the management remained cordial during the year under review. The Company has no employees of the specified categories under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended upto date.

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

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors furnish the required details below:

(A) Conservation of Energy:

The Company continues to take appropriate measures with regard to conservation of energy:

Total Energy consumption and energy consumption per unit of production is as follows:

Particulars Financial Year Financial Year 2011-12 2010-11

Electricity purchased:-

Units (KWH)- 215,050 241,200

Total Amount (Rs in lakhs)- 22.75 21.21

Rate/KWH (Rs.) 10.58 8.79

Consumption per unit of Production:

Ferro Manganese Slag (Low MnO)

- Units in KWH 51.20 3.98

(B) Technology Absorption:

a. Research and Development (R & D):

The Company has not undertaken any R&D activity in the current year.

b. Technology Absorption, Adaptation and Innovation:

The Company has not imported any technology during the year.

(C) Foreign Exchange earnings and outgo:

During the year under review, the foreign Exchange outgo was Rs 11.19 lakhs (Previous year - Rs 8.62 lakhs). The foreign exchange earning was Nil (Previous year - Nil).

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of your Company confirms that:

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2012 and of the profit / loss of the Company for that 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a detailed report on Corporate Governance along with the Certificate of Statutory Auditors on the Compliance is given as an Annexure to this Report.

Acknowledgements

Your Board of Directors wish to place on record their appreciation for the whole-hearted co-operation received by the Company from Shareholders, various Government departments, Company's Bankers and all the employees during the year under review.

By order of the Board of Directors

Place: Mumbai Nidhi Salampuria

Date: May 28, 2012 Company Secretary

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Mar 31, 2010

The Directors presents the Fourteenth Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended March 31, 2010.

Financial Highlights

The performance of your Company for the year under review is summarized below:

(Rs. in Lakhs)

Particulars 2009-10 2008-09

Sales & Other Income 1351.28 3308.61

Profit/(Loss) before Interest, Depreciation & Tax 801.08 2242.22

Less: Interest 0.49 0.88

Profit before Depreciation 800.59 2241.34

Less: Depreciation 35.93 82.94

Profit before taxation and Exceptional Items 764.66 2158.40

Add:Exceptional Items 273.67 0

Profit before taxation but after Exceptional Items 1038.33 2158.40

- Provision for current tax 485.00 793.77

- Deferred Tax and adjustments prior year -2.25 0.99 Profit after Taxation 555.58 1363.64 Less:Prior period items/ Extra-ordinary items 1.13 0

Profit for the period 554.45 1363.64

Dividend

In order to conserve resources and augment funds for future developmental activities and make further investments to strengthen business of the Company, your Directors do not recommend any dividend.

Directors

Mr. Mohan Adige, Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Management Discussion and Analysis

In terms of Clause 49 of the Listing Agreement with the Stock Exchange, Mumbai, the Management Discussion and Analysis report of the Company is as follows:

a) Economy review:

During the year, while there were encouraging signs of recovery in global economy, much of the developed world, especially Eurozone still continues to witness negative or very low GDP growth. Uncertainties continue to haunt the global economic landscape. Business sentiments, while better than before, still remain muted. However, Indian economy has shown resilience and has managed to register growth in GDP at 7.4% for the year 2009-10 and expected to grow at 8.5% in current year.

b) Business and Industrial review and future outlook:

Ferro alloys business has been highly volatile during the year. The Company mainly operates on Metal Recovery Plant and produces Low Ferro Manganese (Slag) through its profitable slag recovery process. There has been decline in volume due to depletion of slag dumps. The Company is preparing itself to meet the challenges by looking at alternative business opportunities / diversifications in the near future.

c) Risks, Concerns & Threats:

Depletion of slag dumps poses a major problem for the Company in the years to come. In order to counter this, Company is looking for new business and/or develop its surplus infrastructure. The Company has Core Management Committee, which meets frequently to take the stock of all the impending and immediate threats to the business and takes necessary steps for positioning of the Company to meet same in time. Any major threats affecting the Company in general and business environment indirectly affecting the functioning of the Company are discussed with the Board from time to time.

d) Internal Control Systems:

The Company has adequate internal control systems in place. These systems are continuously monitored, periodically reviewed and wherever necessary are modified as per the requirements for exercising effective controls. The systems are subjected to the supervision of the Audit Committee and the Board.

e) Financial Performance / Overview of Operations:

During the year under review, the total income of the Company has been decreased to Rs. 1351.28 Lakhs from Rs. 3308.61 Lakhs. This decrease is mainly attributable to the decline in price and decline in volume of slag dumps, as Company mainly operates on Metal Recovery plant. Further, the Company has completed Sale of furnaces at a profit of Rs. 275 Lakhs, which has been shown under the head Exceptional items (for details please refer note xiv of schedule 19).

Subsidiary Company and Consolidated Statements

The Company has one subsidiary i.e The Motwane Manufacturing Company Private Limited. During the year, revenue of the Company has marginally increased to Rs. 1370 Lakhs from Rs. 1315 Lakhs and Net profit of the Company has reduced to Rs. 30 Lakhs from Rs. 58 Lakhs. With launch of new High Voltage products and geographical expansion in Indian market, the Company is expected to deliver much better performance in near future.

Consolidated Financial Statements in accordance with Accounting Standard-21 issued by The Institute of Chartered Accountants of India have been provided in the Annual Report. These Consolidated Financial Reports provide financial information about your Company and its Subsidiary as a single economic entity. The Consolidated Financial Statements form part of this Annual Report. Further, the financial statements of a Subsidiary forms part of this Annual Report. Further, a statement pursuant to section 212(3) of the Companies Act, stating financial details about subsidiary, is also annexed to this report.

Auditors

M/s. M. V. Ghelani & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company hold office untill the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re- appointed as Statutory Auditors for the Financial Year 2010-11.

Employees

Relations between the employees and the management remained cordial during the year under review.

The Company has no employees of the specified categories under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended upto date.

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

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors furnish the required details below:

(A) Conservation of Energy: The Company continues to take appropriate measures with regard to conservation of energy:

Total Energy consumption and energy consumption per unit of production is as follows:

Particulars Financial Year Financial Year

2009-10 2008-09

Electricity purchased:

- Units (KWH) 3,47,245 3,96,235

- Total Amount (Rs in lakhs ) 22.77 20.25

- Rate / KWH (Rs ) 6.55 5.11

Consumption per unit of Production:

Ferro Manganese / Silico Manganese

- Units in KWH 4.34 2.87

(B) Technology Absorption:

a. Research and Development (R & D): The Company has not undertaken any R&D activity in the current year.

b. Technology Absorption, Adaptation and Innovation: The Company has not imported any technology during the year.

(C) Foreign Exchange earnings and outgo: During the year under review, the foreign Exchange outgo was Rs 18.27 lakhs (Previous year – Rs 48.69 lakhs). The foreign exchange earning was Nil (Previous year – Nil).

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of your Company confirms that:

I) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2010 and of the profit of the Company for that 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a detailed report on Corporate Governance along with the Certificate of Statutory Auditors on the Compliance is given as an Annexure to this Report.

Acknowledgements

Your Board of Directors wish to place on record their appreciation for the whole-hearted co-operation received by the Company from Shareholders, various Government departments, Companys Bankers and all the employees during the year under review.

For and on behalf of the Board of Directors

Gautam P. Khandelwal

Chairman

Place : Mumbai

Date : May 28, 2010

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Mar 31, 2000

The Directors have pleasure in submitting their Report for the period ended 31st March, 2000.

FINANCIAL RESULTS

(Rs. In Lakhs)

For the For the period ended period ended 31-03-2000 30-09-1999 (6 Months) (18 Months)

Sales and Other Income 291.86 7,917.33

Profit before Interest, Depreciation, Extraordinary item & Tax (130.04) (595.51)

Less: Interest 52.89 367.87

Profit before Depreciation, Extraordinary items & Tax (182.93) (963.38) Less: Depreciation 52.27 101.37

Profit before extraordinary items & Tax (235.20) (1064.75)

Less: Prior Period adjustment & Extraordinary Items (21.61) 652.58

Profit/(Loss) before tax (256.81) (412.17)

Add : Interest Capitalised on Metal Recovery Project under Construction 17.07 14.01

Less: Provision for Taxation NIL NIL

Profit/(Loss) after Taxation (239.74) (398.16)

Balance brought forward from last year - (0.05)

Balance transferred to Balance Sheet (239.74) (398.21)

DIVIDEND

In view of the operating loss suffered by the Company during the period under report, your Directors have decided not to declare any dividend for the six months period ended 31st March, 2000.

OPERATIONS

The Companys product range includes Manganese Alloys namely, (a) Ferro Manganese (High Carbon and Medium Carbon) and (b) Silico Manganese.

The Companys Products have been well accepted by the consumers and has a track record of

maintaining its excellent quality and timely deliveries while catering to both domestic and export markets.

During the period under review, the Company has achieved a total income of Rs. 291.86 lakhs as against Rs. 7917.33 lakhs in the previous period ended 30th September, 1999 (18 months). During the period under review, the company has posted net loss of Rs. 239.74 lakhs.

As the members are aware that the overall recessionary trend continued in domestic & export market throughout the period, in the industry & our Company was no exception to it. The period under review, has been a difficult one for the steel and consequently for Ferro Alloy Industry. Due to withdrawal of concessional NTPC Power for exports and increase in power tariff by the Govt. of Maharashtra company was forced, to curtail its operations by closing down the furnaces.

SLAG METAL RECOVERY PROJECT

The Companys project for recovery of metals from the slag is already commissioned and operative progressively from Mid - December, 1999.

DIRECTORS

Shri Gautam P. Khandelwal has expressed his desire to continue as Managing Director, only upto 31 st August, 2000. The board of Directors has taken on record appreciation of his valuable services to the Company as Managing Director of the Company. Shri Gautam P. Khandelwal will, however, continue as Director on the Board of the Company. He retires by rotation at the ensuing annual General Meeting and being eligible, has offered himself for re- appointment.

It is proposed to appoint Mr. S. B. Agrawal, as Managing Director of the Company w.e.f. 1st September, 2000, for the period of five years.

AUDITORS AND THEIR OBSERVATIONS

M/s. S. B. Billimoria & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and Mr. S. J. Merchant, Partner of M/s. S. B. Billimoria

& Co. Chartered Accountants, who attends to the audit of our Company will be retiring from the said firm w.e.f. 31st March, 2001. As he is not likely to be replaced by a new partner, immediately and since their proposed appointment will not be within the limits prescribed u/s 224 (1B) of the Companies Act, 1956, M/s. S. B. Billimoria & Co., has furnished their No Objection for appointment of new firm as auditors of your company.

In view thereof, the Company out of abundant caution has received a notice from a member proposing to appoint M/s. R. S. Kothari & Co., Chartered Accountants as auditors of the Company at the ensuing Annual General Meeting.

M/s. R. S. Kothari & Co., Chartered Accountants have confirmed that if appointed, their appointment will be in accordance with the provisions of Com- panies act, 1956. Accordingly, it is proposed to appoint M/s. R. S. Kothari & Co., Chartered Accountants, as Auditors of the Company.

The observation of the Auditors read with relevant notes to the accounts and part of this report are self explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

Y2K COMPLIANCE

The Company has passed the Y2K transition without any disruption. All systems are functioning in a normal manner.

INDUSTRIAL RELATIONS

Industrial Relations between the management and employees continued to be satisfactory during the period under review.

PUBLIC DEPOSIT

During the period the Company has not accepted any Deposit within the meaning of Section 58 - A of the Companies Act, 1956 and the rules made thereunder.

LISTING OF SHARES

Companys application to Mumbai Stock Exchange for Listing of its Equity Shares has been approved

by the Mumbai Stock Exchange & Securities and Exchange of India (SEBI) and the Company has also paid Annual Listing Fee and Initial Listing Fee. The necessary Agreement for Listing of Shares has alreay been executed in favour of the Stock Exchange, Mumbai & the shares are likely to be listed on the Exchange shortly.

PARTICULARS OF EMPLOYEES

Your Board of Directors would like to take this opportunity to acknowledge the co-operative and constructive work of executive, staff and workers at all levels. Information pursuant to Section 217(2A) of the Companies Act, 1956 read with the Compa- nies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the Six months ended 31st March, 2000, is annexed hereto.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGLY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217(1)(c) of the Companies Act, 1956, read with the Companies (disclosure of particulars in the report of the Board of Directors) Rules, 1988 is given in the Annuexure - I to this Report.

ACKNOWLEDGEMENTS

Your Board of Directors takes this opportunity to express their appreciation for the assistance and co- operation received from various departments of the Central and State Government, Financial Institution, SICOM and the Bankers.

Your Board of Directors also thanks all the employ- ees of the Company for their valuable service and support during the period.

For and on behalf of the Board

Gautam P. Khandelwal Managing Director

S. B. Agrawal Director

Place : Mumbai, Date : 28th July, 2000