Directors Report of TMT (India) Ltd.

Mar 31, 2024

Your Directors hereby present the 47th Annual Report together with the Audited Accounts of the
Company for the financial year ended 31st March, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

The financial highlights for the current year in comparison to the previous year are as under:

Amount in Lakhs

PARTICULARS	Current Year 2023-24	Previous year 2022-23
Total Revenue	4.17	1.03
Total Expenditure (before Financial Charges, Depreciation and Taxation)	37.14	81.04
Profit before Financial Charges, Depreciation and Taxation	(32.97)	(81.04)
Less: Depreciation	0.064	0.064
Less: Financial Charges	1.28	0.017
Profit Before Tax	(34.32)	(169.40)
Less: Provision for Tax & Deferred Tax	-	-
Profit After Tax	(34.32 )	(169.40)
Net Loss/profit carried to Balance Sheet	(34.32 )	(169.40)

During the financial year 2023-24, the Company has reported a total income of Rs. 4.17 Lakhs
as compared to Rs. 1.03 Lakhs in the previous year resulting in a Loss of Rs. (34.32) Lakhs
compared to Rs. (169.40) Lakhs in the previous year.

2. CHANGE IN NATURE OF BUSNIESS:

There is no change in the nature of business of the Company. Based on the experience gained,
the Company has explored various avenues such as supply of designs, drawings and trading
operations of Garcinia, Curcumin and essential oils. During the year supply of designs and
drawings activities including Civil construction works have been carried on by the Company.

3. DIVIDEND:

In view of the accumulated losses, your Directors did not recommend any dividend for the financial
year ended 31st of March, 2024.

4. TRANSFER TO RESERVES

Your Company did not transfer any amount to reserves during the period under review.

5. EXTRACT OF ANNUAL RETURN:

Copy of the Annual Return is available on the website of the Company at www.tmtindia.in.

6. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED
OR HAVE RESIGNED DURING THE YEAR:

The following changes took place during the year:

• Re-appointment of Mr. Venu Krishna Kishore Babu Pasam as Whole Time Director of the
Company:

During the Financial Year 2023-2024, Board of Directors of the Company, based on the
recommendation of Nomination and Remuneration Committee have reappointed Mr. Venu Krishna
Kishore Babu Pasam (DIN: 06734586) as whole Time Director of the Company with effect from
1st of June, 2023 for a period of three (3) years at their meeting held on 30th of May, 2023 and
the said reappointment was approved by members of the Company at their Annual General
Meeting held on 30th of September, 2023.

Except the above changes, there are no changes in the office of Directors or in the office of Key
Managerial Personnel during the reporting period stated.

Further post Closure of Financial Year, following changes took place in the office of Directors
and Key Managerial Personnel in the Company:

• " Appointment of Ms. Sonam Jain as the company secretary and compliance officer of the
Company:

Further post closure of the Financial year, Board of Directors of the Company, based on the
recommendation of Nomination and Remuneration Committee have appointed Ms. Sonam Jain
as Company secretary and compliance officer of the Company with effect from 25th April, 2024
at their meeting held on 25th April, 2024.

• " Appointment of Mr. Mahipal Reddy Saddi (DIN: 02103315) as independent director of the
Company:

Further post closure of the Financial year, Board of Directors of the Company, based on the
recommendation of Nomination and Remuneration Committee have appointed Mr. Mahipal Reddy
Saddi (DIN: 02103315) as Independent Director of the Company for a period of 5 years with
effect from 14th August, 2024 subject to approval of shareholders of the Company and accordingly
resolution proposing approval of shareholders is included along with the notice convening the
Annual General Meeting.

The details of various committees of the Board are given as Annexure - I and forms part of this
report.

7. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER DETAILS.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed
a policy for selection and appointment of Directors and Senior Management personnel and fixes
their remuneration. The detailed Nomination and Remuneration Policy is displayed on the
Company''s website viz. www.tmtindia.in.

8. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

This Company does not have any Subsidiaries, Associates or Joint Ventures.

9. FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was
outstanding as on the date of the Balance sheet.

10. STATUTORY AUDITORS:

M/s. Satish Ramdeni & Co., (FRN: 015229S), Chartered Accountants, Hyderabad were appointed
as Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of
46th Annual General Meeting till the conclusion of 51th Annual General Meeting of the Company.
Further Satish Ramdeni & Co., (FRN: 015229S), Chartered Accountants have confirmed their
eligibility to continue as Statutory Auditors of the Company for the FY 2024-25.

The Independent Auditors report given by M/s. Satish Ramdeni & Co., (FRN: 015229S), Chartered
Accountants, Statutory Auditors of the Company on the Financial Statements of the Company
does not contain any qualification, reservation or adverse remark.

11. REPORTING OF FRAUDS.

During the year under review, there was no instance of fraud, which required the Statutory Auditors
to report to the Audit Committee and /or Board under Section 143(12) of the Companies Act,
2013 and the rules made thereunder.

12. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee have appointed M/s.
Sateesh & Associates, Chartered Accountants, Hyderabad, as the Internal Auditors for Financial
Year 2024-25.

13. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed
M/s. P. S. Rao & Associates, Practicing Company Secretaries, Hyderabad to conduct Secretarial
Audit for the Financial Year 2023-24. The Secretarial Audit Report, pursuant to Section 204 (1)
of the Companies Act, 2013, for the Financial Year ended 31st of March 2024, is given in
Annexure- II attached hereto and forms part of this Report.

Reply to qualification in Secretarial Audit Report:

1. The Company appointed Company Secretary as the Compliance Officer of the Company
after delay of 25 days from date of resignation of Existing Company Secretary, which is
violation of Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Company couldn''t get an eligible candidate to appoint as compliance officer of the company
and hence the delay. However, after the closure of financial year, Company has appointed Ms.
Sonam jain as Company Secretary and compliance officer of the company with effect from 25th
April, 2024.

14. MEETINGS OF BOARD OF DIRECTORS

The number of Board meetings held during the period from 01st of April, 2023 to 31st of March,
2024 were 04 (four) and the gap did not exceed 120 days.

30.05.2023

14.08.2023

14.11.2023

13.02.2024

15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of Independence
as laid down under Section 149 of the Companies Act, 2013 which have been relied on by the
Company and were placed at the first Board Meeting of the financial year.

The details of familiarization programme imparted to independent Directors is available at
www.tmtindia.in

Meeting of Independent Directors

During the year under review, the Independent Directors met on 13th February, 2024 inter alia,
to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a
whole;

• Evaluation of the performance of the Chairman of the Company, taking into account the views of
the Executive and Non-Executive Directors.

• Evaluation of the quality, content and timelines of flow of information between the Management
and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees, Security provided and Investments made during the Financial
Year ended 31st March, 2024 is given in compliance with the provisions of Section 186 of the
Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and
the same is provided in the notes to financial statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements with related parties as specified in Section 188 (1) of
the Act during the Financial Year 2023-24, except the transactions in the ordinary course of
business and at arm''s-length basis.

18. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations obtained /received
from the operating Management, your Directors make the following statement and confirm that

(i) in the preparation of Annual Accounts for the financial year ended 31st March, 2023, the
applicable accounting standards have been followed along with the proper explanation
relating to material departures, if any, there from;

(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 the loss of the
Company for that period

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities.

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

(v) the Directors had laid down Internal Financial controls to be followed by the Company and
that such internal financial Controls are adequate and were operating efficiently.

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

19 MATERIAL CHANGES AND COMMITMENTS:

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

20. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE
COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH
IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

The Company has risk management mechanism in place which mitigates the risk at appropriate
situations and there are no elements of risk, which in the opinion of Board of Directors may
threaten the existence of the Company.

21. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016.

During the year under review, the Company has not filed any application or no proceeding is
pending against the Company under the Insolvency and Bankruptcy Code, 2016.

22. 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, the Company has not made any one-time settlement while taking
any loans from the Banks or Financial Institutions.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work
environment. The Board of Directors of the Company has established a Whistle Blower Policy &
Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligation and Disclosure Requirements), Regulations, 2015 for reporting the genuine
concerns or grievances or concerns of actual or suspected, fraud or violation of the Company''s
code of conduct. The said Mechanism is established for Directors and employees to report their
concerns. The policy provides the procedure and other details required to be known for the
purpose of reporting such grievances or concerns.

The details of the Whistle Blower Policy & Vigil Mechanism and other polices of the Company
are posted on the website of the Company www.tmtindia.in.

24. PERFORMANCE EVALUATION:

As mandated under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the annual performance evaluation of the Directors individually
vis-a-vis the Board and its committees have been carried out.

A structured questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board''s functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including
the Chairman of the Board, who were evaluated on parameters such as level of engagement
and contribution, independence of judgments, safeguarding the interest of the Company and its
minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board.
The performance evaluation of the Chairman and the Non-Independent Directors was carried
out by the Independent Directors. The Directors expressed their satisfaction with the evaluation
process.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings
and Outgo as required by section 134(3) (m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 are given as Annexure -III and forms part of this report.

26. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is herewith annexed as Annexure-IV to this report.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the provisions of SEBI (Listing Obligation and Disclosure Requirements), Regulations,
2015, a report on Management Discussion& Analysis is herewith annexed as Annexure -V to
this report.

28. CORPORATE GOVERNANCE:

The Corporate Governance is not applicable to the Company as per SEBI Circular CIR/CFD/
POLICY CELL/7/2014 dated 15^th September, 2014 and as such this disclosure is not applicable.

29 ELECTRONIC CONNECTICITY WITH DESIGNATED DEPOSITORY:

The Company has electronic connectivity with the depository i.e., NSDL & CDSL and the ISIN of
the Company is INE182E01010. The members are requested to avail the facility and lodge their
shares for Demat.

30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has in place proper and adequate internal control systems commensurate with
the nature of its business, and size and complexity of its operations. Internal control systems
comprising of policies and procedures designed to ensure reliability of financial reporting, timely
feedback on achievement of operational and strategic goals, compliance with policies, procedure,
applicable laws and regulations, and that all assets and resources are acquired are used
economically.

31. DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY:

The Company does not meet the Criteria as specified in Section 135 of the Companies Act,
2013 regarding Corporate Social Responsibility.

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

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

33. MAINTENANCE OF COST RECORDS:

Company is not required to maintain cost records as specified by the Central Government under
subsection (1) of section 148 of the Companies Act, 2013.

34. 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:

• No. of complaints received: Nil

• No. of complaints disposed of: Nil

35. INSIDER TRADING REGULATIONS:

The Company has adopted an ''Code of Conduct to Regulate, Monitor and Report Trading by
Insiders'' ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations,
2015 (The PIT Regulations).

The Code is applicable to Promoters, Member of Promoter''s Group, all Directors and such
Designated Employees who are expected to have access to unpublished price sensitive
information relating to the Company. The Company Secretary is the Compliance Officer for
monitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company has also formulated ''The Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI)'' in compliance with the SEBI (PIT) Amendment
Regulations, 2018. This Code is displayed on the Company''s website viz. www.tmtindia.in.

36. ACKNOWLEDGEMENTS:

Your directors acknowledge the continued support from regulatory, government authorities,
Bankers, staff and all the stake holders for their support and cooperation.

BY THE ORDER OF THE BOARD
For TMT (India) Limited

Sd/-

T G Veera Prasad

Place : Hyderabad Chairman & Managing Director

Date : 14.08.2024 (DIN: 01557951)

---

Mar 31, 2007

The have pleasure in presenting the Annua! Report and the Audited statement of Accounts of your Company for the year ended 31st March, 2007.

FINANCIAL RESULTS (Rs. in lakhs) For the year ended For the year ended 31-03-2007 31-03-2006

Sales & other income 4.14 8.30 Loss for the year before Interest 262.39 915.10 Loss for the year after Interest 263.25 916.52 Less: Extra ordinary and Prior period Income (Net) 248.20 904.39 Loss before Tax 15.05 12.13 Provision for Tax (Fringe Benefit Tax) 0.87 0.53 Loss after Tax 15.92 12.66 Loss Brought forward from previous year 929.04 916.38 Loss carried to Balance Sheet 944.96 929.04

OPERATIONS

There were meager operations transactions during the year under report and the company has incurred net loss after tax of Rs. 15.92 lakhs as against Rs. 12.66 lakhs in earlier year.

The Company is slowly turning around. The dues to the financial institutions are settled. The Company has identified new business opportunities and in this process acquired technical know-how from Demerara Distillers Limited, a Joint Venture Company for manufacturer of EIDorado Branded Rums. This is expected to generate revenues from financial year 2008-09.

PROSPECTS

With the settlement of its dues to institutions and the Company is putting all its efforts and concentrating on reviving present business activities, particularly in view of the present boom in the paper market. The Company is making efforts to turn around by raising additional resources, disposing off floriculture unit in Bangalore. Technical Know-how for manufacture of proprietary ingredients for EIDorado brand of Rums, the Company is taking all necessary steps for its future operations.

FIXED DEPOSITS

The Company has no Fixed Deposits.

DIRECTORS

Mr. A.Panduranga and Mr. NJ Rao will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIVIDEND

In view of the loss, your Directors are unable to recommend dividend for the year.

PARTICULARS OF EMPLOYEES

None of the employees was in receipt of aggregate remuneration as prescribed under Sec.217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act., I956, your Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there were no material departures.

2. The accounting policies selected have been applied consistently and reasonable, prudent judgments and estimates have been made so as to give a true and fair view . of the state of affairs of the company as at 31st March, 2007 and of the loss of the company for the year ended 31st March, 2007.

3. The Directors have taken proper and sufficient care 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 preventing and detecting fraud and for other irregularities.

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

In view of the financial position of the Company and due to meager operations during the year under report, your Company was not able to implement Corporate Governance guidelines. However, the Company has complied with statutory requirements to the extent it is practicable to do so.

QUALIFICATIONS IN AUDITORS REPORT

As the Company is functioning with bare minimum staff, physical verification of stocks and fixed assets was not carried out, but the Companys assets are well guarded. The negotiations with the parties for the settlement of clues are going on. The effect of reconciliations and write off of balances, if any will be taken up as and when the balances of creditors & debtors are reconciled. Gratuity is accounted on payment basis, since most of the employees have left the Company.

AUDITORS

M/s Brahmayya & Company, Chartered Accountants, Acloni will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

ENERGY CONSERVATION

During the period under consideration power consumption is very meager and attempts are being made to conserve power.

TECHNOLOGY ABSORPTION

The Company has competent in-house research and development facilities including CAD centers for designing and developing the paper projects of the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under report, the Company has not earned any foreign exchange but has spent Rs.2.94 lakhs towards foreign traveling and consultancy expenses.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the valuable assistance and guidance received from IDBI and other institutions who have been associated with the Company.

For and on behalf of the Board of Directors

Sd/- T.G.VEERA PRASAD MANAGING DIRECTOR

Place : Hyderabad Date : 16th August 2007

---

Mar 31, 1996

Your Directors have pleasure in presenting their report and Accounts for the Financial Year ended 31st March, 1996.

A Summary of Operating Results for the year 1995-96 compared with those of the previous year are as under:

(Rs. in lakhs) 1995-96 1994-95

Sales 3120.42 2327.72 Miscellaneous Income 44.82 35.95

TOTAL 3165.24 2363.67 Profit Before Depreciation and Interest 612.57 440.13 Profit Before Tax 431.76 363.57 Profit After Tax 401.76 348.57 Earnings Per Share Rs. 9.59 8.33

You will see from the above that your Company has improved its operations further and has achieved good results.

The sales have increased by 34% and Gross Profit by 39%.

Your Directors are happy to recommend declaration of Dividend of 12% on pro-rata basis subject to deduction of tax at source.

Your Directors are happy to inform you that the Company's floriculture project is at an advanced state of implementation and exports are expected to commence from October, 1996.

Your Directors are happy to inform you that your Company has received further orders for execution of turnkey paper projects.

Your Company received a prestigious order from Sree Rayalaseema Paper Mills Ltd. for carrying out overhauling equipment modifications and modernisation of their plant as a turnkey project at a consideration of Rs.85.00 crores.

Your Company is executing a turnkey floriculture project for M/s.Roses Floriculture Ltd. with the Technical Collaboration of M/s.Agro AdviesBuro, Netherlands.

INDUSTRIAL RELATIONS

Your Directors wish to place on record their appreciation of the valuable contribution made by the employees for achieving excellent results and for ensuring cordial industrial relations throughout the year.

PARTICULARS OF EMPLOYEES

The particulars of the employees who are drawing remuneration of Rs.3,00,000/- or more for the year or Rs.25,000/- per month where employed for part of the year as required under Sec. 217 (2)(a) of the Companies Act, 1956 is enclosed.

INFORMATION REGARDING TECHNOLOGY ABSORPTION ETC.

A. Conservation of Energy:

The requirement of power is not high and all attempts are being made to conserve power. The Company has been supplying Bio-methanisation and Chemical Recovery Systems which result in substantial Conservation of Energy.

B. Technology Absorption:

Your Company has a competent in-house Research and Development team with all the required facilities including CAD centres for designing and developing the paper projects of the company. Hence, the company has not opted for import of any technology. However, in order to improve the product range further the Company entered into Technical Cooperation Agreement with M/s.Warburton Holgate Ltd., U.K. for speciality paper machinery, M/s.Young II Iron Works, South Korea for tissue machines and de-inking plants, M/s.Enviro Data Inc, U.S.A. for environmental protection systems, M/s.Austrian Energy & Environment SGP/Waagner-Biro GmBH, Austria for falling film evaporators, heat exchangers and boilers and with M/s.Degremont India Limited, a subsidiary of Degremont, France - a world wide company engaged in Pollution Control Systems, as manufacturing licencee in India.

C. Foreign Exchange Earnings and Outgo:

During the year the company has earned Foreign Exchange of Rs. 21.47 lakhs and expended an amount of Rs.265.80 lakhs.

DIRECTORS

Dr.A.Panda, Mr. R.N.Parlikar, Mr. N.Ravichandran Directors retire by rotation and are eligible for re-election.

Mr. N.J.Rao who was appointed as Additional Director of the Company on 27.03.96 retires at the conclusion of 20th Annual General Meeting and he is eligible for election as a Director.

AUDITORS

M/s.Brahmayya & Company retire at the conclusion of the forthcoming Annual General Meeting and they are eligible for reappointment.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the assistance and guidance received from Technology Development and Information Company of India Limited (TDICI), Industrial Credit and Investment Corporation of India Limited (ICICI), Industrial Development Bank of India (IDBI), State Bank of Hyderabad, Bank of Baroda, Central Bank of India and other institutions who have been associated with our company.

---

Mar 31, 1995

Your Directors have pleasure in presenting their report and Accounts for the Financial Year ended 31st March, 1995.

A Summary of Operating Results for the year 1994-95 compared with those of the previous year are as under:

Rs. in lakhs 1994-95 1993-94

Sales 2327.72 1654.94 Miscellaneous Income 35.95 4.36 TOTAL 2363.67 1659.30 Profit Before Depreciation and Interest 440.13 352.04 Profit Before Tax 363.57 278.69 Profit After Tax 348.57 248.69 Earnings Per Share Rs. 8.33 6.39

You will see from the above that your company has improved its operations further and has achieved good results.

The sales have increased by 41% and Profit After Tax by 43%.

DIVIDEND

Your Directors are happy to recommend declaration of Dividend of 12% on Pro-rata basis subject to deduction of tax at source.

ISO CERTIFICATION

Your Directors are happy to inform you that your Company has received ISO 9001 certification from BVQI and is the only ISO 9001 company in Pulp & Paper Machinery Chemical Recovery System and LPG Cylinders manufacture.

CURRENT OUTLOOK

A. LPG CYLINDERS

There had been a spurt in the LPG Cylinders manufacturing activity. The company has manufactured 55,546 cylinders during the year 1994-95 and has plans of doubling this during the current financial year.

B. PAPER PROJECTS

Your Directors are happy to inform you that your company has received further orders for execution of turnkey paper projects.

C. FLORICULTURE PROJECTS

Your Directors are happy to inform you that the company's Floriculture project is in advanced stage of implementation and exports are expected to commence from January, 1996.

Your Company has entered into a Technical Collaboration with M/s. Agro AdviesBuro, Netherlands for execution of the turnkey projects in floriculture and export of the cut flowers. The company has bagged contract for execution of the turnkey project for M/s. Rosses Floriculture Limited at a cost of Rs. 695.00 lakhs. The company is now executing this project.

INDUSTRIAL RELATIONS

Your Directors wish to place on record their appreciation of the valuable contribution made by the employees for achieving excellent results and for ensuring cordial industrial relations throughout the year.

PARTICULARS OF EMPLOYEES

The particulars of the employees who are drawing remuneration of Rs. 3,00,000/- or more for the year or Rs. 25,000/- per month where employed for part of the year as required under Sec. 217 (2)(a) of the Companies Act, 1956: NIL.

INFORMATION REGARDING TECHNOLOGY ABSORPTION ETC.

A. Conservation of Energy:

The requirement of power is not high and all attempts are being made to conserve power. The Company has been supplying Bio-methanisation and Chemical Recovery Systems which result in substantial Conservation of Energy.

B. Technology Absorption:

Your Company has a competent In-house Research and Development Team with all the required facilities including CAD centres for designing and developing the paper projects of the company. Hence, the company has not opted for import of any Technology. However, in order to improve the product range further the Company recently entered into Technical Cooperation Agreement with M/s. Warburton Holgate Ltd., U.K. for speciality paper machinery, M/s. Young II Iron Works, South Korea for Tissue Machines and De-inking Plants, M/s. Enviro Data Oy, Finland for environmental protection systems, M/s. Austrian Energy & Environment SGP/Waagner-Biro GmBH, Austria for falling film evaporators, heat exchangers and boilers and with M/s. Degremont India Limited, a subsidiary of Degremont, France - a world wide company engaged in Pollution Control Systems, as manufacturing licencee in India.

C. Foreign Exchange Earnings and Outgo:

During the year the company has earned Foreign Exchange of Rs. 14.85 lakhs and expended an amount of Rs. 4.16 lakhs.

DIRECTORS

Mr. B.M. Solanki, Mr. A. Panduranga & Mr. A.N.Rao Directors retire by rotation and are eligible for re-election. Mr. B.V.Satya Sri Prasad who was appointed as Additional Director retires at the conclusion of 19th Annual General Meeting and he is eligible for election as a Director.

AUDITORS

M/s. Brahmayya & Company retire at the conclusion of the forthcoming Annual General Meeting and they are eligible for reappointment.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude for the assistance and guidance received from Technology Development and Information Company of India Limited (TDICI) Industrial Credit and Investment Corporation of India Limited (ICICI), Industrial Development Bank of India (IDBI), State Bank of Hyderabad, Bank of Baroda, Central Bank of India and other institutions who have been associated with our company.

---

Mar 31, 1994

Your Directors have pleasure in presenting their report and Accounts for the Financial Year ended 31st March, 1994.

A Summary of Operating Results for the year 1993-94 compared with those of the previous year are as under:

(Rs. in lakhs) ------------------------------------------------------------------------------ 1993-94 1992-93 ------------------------------------------------------------------------------ Sales 1654.94 834.76 Other income - Insurance Claim -- 141.88 Miscellaneous Income 4.36 7.54 ------------------------------------------------------------------------------ TOTAL 1659.30 984.18 ------------------------------------------------------------------------------ Profit Before Depreciation and Interest 352.04 212.03 Profit Before Tax 278.69 144.25 Profit After Tax 248.69 124.25 ------------------------------------------------------------------------------

You will see from the above that your company has improved its operations further and has achieved good results.

Your Directors are happy to recommend declaration of Dividend of 10% on Pro-rata basis subject to deduction of tax at source.

Your Directors are happy to inform you that your Company has successfully commissioned the first Chemical Recovery System at Shree Satpuda Tapi Parisar Sahakari Sakhar Kharkhana, Maharashtra and that the system is performing well.

Your Directors are happy to inform you that your company has received further orders for project exports.

In recognition of the export efforts of the company, the Southern Region of Engineering Export Promotion Council has awarded your company the Top Exporter Award for project exports for the year 1990-91 the Government of Andhra Pradesh has awarded the Best Exporter Award for project exports for the years 1990-91 & 1991-92.

Your company has received "The 14th International Award for Technology and Quality" at an international Conference held at Geneva; this award was instituted by Editorial Of ice and Trade Leaders' Club, Madrid, Spain.

Your company has also received "All India Special Shield - project exporters - SSI" for 1992-93 from the Engineering Export Promotion Council.

INDUSTRIAL RELATIONS

Your Directors wish to place on record their appreciation of the valuable contribution made by the employees for achieving excellent results and for ensuring cordial industrial relations throughout the year.

PUBLIC ISSUE

Your company's public issue has been oversubscribed by 18.5 times.

PARTICULARS OF EMPLOYEES

The particulars of the employees who are drawing remuneration of Rs. 1,44,000/- or more for the year or Rs. 12,000/- per month where employed for part of the year as required under Sec. 217 (2)(a) of the Companies Act, 1956 are as under:

------------------------------------------------------------------------------ A. 1. Name of the Employee - Mr T G Veera Prasad. 2. Designation of the Employee - Managing Director. B. Remuneration Received - Rs. 1,59,400/- C. Nature of Employment whether Contractual or otherwise - Contractual. D. Other Terms & Conditions - As per Company Rules. E. Nature of Duties - Chief Executive of the Company. F. Qualifications and - B. Com, Experience 21 Years. of the Employee G. Date of - 1979 Commencement of Employment. H. The Age of the Employee - 42 years. I. The Last Employement held by the Employee before joining the company - Adoni Agro Chemicals. J. The Percentage of Equity Shares held by the Employee - 5.6% ------------------------------------------------------------------------------

INFORMATION REGARDING TECHNOLOGY ABSORPTION ETC.

A. Conservation of Energy:

The requirement of power is not high and all attempts are being made to conserve power. The Company has been supplying Bio-methanisation and Chemical Recovery Systems which result in substantial Conservation of Energy.

B. Technology Absorption:

Your Company has a competent In-house Research and Development Team with all the required facilities including CAD centres for designing and developing the projects/products of the company. Hence, the Company has not opted for import of any Technology. However, in order to improve the exports further, the Company recently entered into Technical Cooperation Agreements with M/s. Warburton Holgate Ltd., U.K. for speciality paper machinery, M/s. Young II Iron Works, South Korea for Tissue Machines and De-inking plants, M/s. Enviro Data Oy, Finland for environmental protection systems, M/s. Austrian Energy & Environment SGP/ Waagner-Biro GmBH, Austria for falling film evaporators, heat exchangers and boilers and with M/s. Degremont India Ltd., a subsidiary of Degremont, France - a world wide company engaged in Pollution Control Systems, as manufacturing licencee in India.

C. Foreign Exchange Earnings and Outgo:

The company has earned Foreign Exchange of Rs. 1051.47 lakhs and expended an amount of Rs.13.43 lakhs.

DIRECTORS

Mr. R.N. Parlikar and Mr. N. Ravichandran Directors retire by rotation and are eligible for re-election. Dr. Periti Hynninen had been appointed as Additional Director and he retires at the conclusion of the forthcoming Annual General Meeting and is eligible for reappointment.

AUDITORS

M/s. Brahmayya & Company retire at the conclusion of the forthcoming Annual General Meeting and they are eligible for reappointment.

ACKNOWLEDGMENTS

Your Directors place on record their gratitude for the assistance and guidance received from State Bank of Hyderabad, Bank of Baroda, Central Bank of India, TDICI and other Institutions who have been associated with our company.