Directors Report of Toyama Electric Ltd.

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 29th Annual Report together with Audited Accounts for the financial year ended 31st March, 2014:

Financial results and Appropriations: (In Lakhs)

PARTICULARS 2013-14 2012-13

Gross Income 724.63 906.75

Profit before Tax -38.91 60.94

Provision for Tax

Current 0.00 16.30

Deferred -12.91 3.02

Fringe Benefit Tax 0.00 0.00

Excess provision of Income 0.00 0.53

Tax relating to previous year 0.00 0.00

Written back 0.00 0.00

Profit after Tax -26.00 42.15

Surplus brought forward 0.00 46.23

Profit available for Appropriation 0.00 88.38

Transfer to General Reserve 0.00 10.00

Dividend 0.00 22.43

Dividend Tax 0.00 3.81

Surplus carried forward 0.00 52.14

Despite best efforts the company could not generate profits for the year.

1. Dividend:

Due to loss suffered during the year your directors are not recommending payment of dividend.

2. Fixed Deposits:

The company has neither invited nor accepted any Fixed Deposits from public during the financial year under review.

3. Directors:

Smt.Farah Kamal and Sri Akmal Hassan Razvi, Directors of the company retire by rotation and being eligible offers themselves for re-appointment.

4. Directors Responsibility Statement:

In accordance with the provisions of Section 217(2AA) of the Companies Act. 1956, your directors hereby report:

(a) that in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014 and of Profit and Loss account for the year ended as on that date,

(c) that 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 safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared annual accounts on a going concern basis.

5. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The requisite information with regard to Conservation of Energy, Technology Absorbtion and Foreign Exchange Outgo and Earnings in terms of Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are set out in separate statements attached hereto (Annexures "A" & "B" respectively) and form part hereof.

6. Personnel:

Information in accordance with Sub-Section (2A) of Section 217 of the Companies Act, 1956. read with the companies (Particulars of employees) rules, 1975. and forming part of Director''s report for the year ended 31st March, 2014 is not applicable as there was no employee drawing remuneration in excess of prescribed limits.

7. Auditors:

M/s K.S.Aiyar & Co., Chartered Accountants, retires at the forthcoming Annual General meeting and are eligible for re-appointment. As required under Section 224 of the Companies Act, 1956, the company has obtained from them a confirmation to the effect that their re-appointment, if made, would be in conformity with the limits prescribed in the said section.

8. Corporate Governance and Compliance Certificate:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "C" and "D" respectively. A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

9. Listing Agreement Requirements:

(i) The securities of your company are listed at BSE Limited. The company has paid the Annual Listing fee to these Stock Exchanges up to date.

(ii) Trading in company''s securities has been suspended since 27th March 2013 for non compliance of certain clauses of listing agreement. The Company has since complied with and awaiting revocation from BSE Ltd.

10. Buy Back of Shares

There was no buy back of shares during the year under review.

11. Acknowledgements:

Your directors take this opportunity to express their appreciation for the co-operation received from State bank of India, ICICI Bank Limited, the office of Central Government and the State Government at various levels and others who have associated with the company.

Your company considers its employees as the most valuable asset and believes that it is the people who are behind a strong and professional organization. The Board wishes to place on record its sincere appreciation for the contribution, devotion and dedicated efforts put in by the employees at all levels in ensuring high levels of performance and growth that your company has achieved during the year.

Appreciation is taken on record for the continued support being extended by the Shareholders.

Place : Bangalore On behalf of the Board Date 29th May 2014. Mustafa Kamal Basha Chairman & Managing Director

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Mar 31, 2013

To The Members

The Directors have pleasure in presenting the 28th Annual Report together with Audited Accounts for the financial year ended 31st March, 2013:

Financial results and Appropriations:

(In Lakhs)

PARTICULARS 2012.13 2011.12

Gross Income 906.75 725.17

Profit before Tax 60.94 -13.42

Provision for Tax

Current 16.30 0.00

Deferred 3.02 -4.40

Fiinge Benefit Tax 0.00 0.00

Excess provision of Income 0.53 0.00

Tax relating to previous year 0.00 0.00

Written back 0.00 0.21

Profit after Tax 42.15 -9.01

Surplus brought forward 46.23 55.25

Profit available for Appropriation 88.38 46.23

Transfer to General Reserve 10.00 0.00

Dividend 22.43 0.00

Dividend Tax 3.81 0.00

Surplus carried forward 52.14 46.23

Due to the consistent efforts by the Management the Company could generate proft before tax of Rs.60.94 lakhs during the year under review.

1. Dividend:

Your Directors have pleasure in recommending dividend of 7.5% for the year 2012-2013.

2. Fixed Deposits:

The company has neither invited nor accepted any Fixed Deposits from public during the financial year under review.

3. Directors:

Dr.Mohd.Taha Matheen and Sri.Akmal Hassan Razvi, Directors of the company retire by rotation and being eligible offers themselves for re- appointment.

4. Directors Responsibility Statement:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your directors hereby report:

(a) that in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of die state of affairs of the company as at 31s'' March, 2013 and of Profit and Loss account for the year ended as on that date.

(c) mat 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 safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared annual accounts on a going concern basis.

5. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The requisite information with regard to Conservation of Energy, Technology Absorbtion and Foreign Exchange Outgo and Earnings in terms of Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are set out in separate statements attached hereto (Annexures "A" & "B" respectively) and form part hereof.

6. Personnel:

Information in accordance with Sub-Section (2A) of Section 217 of the Companies Act, 1956, read with the companies (Particulars of employees) rules, 1975, and forming part of Director''s report for the year ended 31st March, 2013 is not applicable as there was no employee drawing remuneration in excess of prescribed limits.

7. Auditors:

M/s. K.S.Aiyar & Co., Chartered Accountants, retires at the forthcoming Annual General meeting and are eligible for re-appointment. As required under Section 224 of the Companies Act, 1956, the company has obtained from them a confirmation to the effect that their re-appointment, if made, would be in conformity with the limits prescribed in the said section.

8. Corporate Governance and Compliance Certificate:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "C" and "D" respectively. A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

9. Listing Agreement Requirements:

(i) The securities of your company are listed at BSE Limited. The company has paid the Annual Listing fee to these Stock Exchanges up to date.

(ii) Trading in company''s securities has been suspended since 27th March 2013 for non compliance of certain clauses of listing agreement. The Company has since complied with and awaiting revocation of suspension from BSE Ltd.

10. Buy Back of Shares

There was no buy back of shares during the year under review.

11. Acknowledgements:

Your directors take this opportunity to express tfieir appreciation for the co-operation received from State bank of India, ICICI Bank Limited, the office of Central Government and the State Government at various levels and odiers who have associated wim the company.

Your company considers its employees as the most valuable asset and believes that it is the people who are behind a strong and professional organization. The Board wishes to place on record its sincere appreciation for the contribution, devotion and dedicated efforts put in by the employees at all levels in ensuring high levels of performance and growth that your company has achieved during die year.

Appreciation is taken on record for the continued support being extended by the Shareholders.

Place : Bangalore On behalf of the Board

Date 30* May 2013. Mustafa Kamal Basha

Chairman & Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2012.

1. Financial results and Appropriations: (In Lakhs)

PARTICULARS 2011-12 2010-11

Gross Income 725.17 797.13

Profit before Tax -13.42 26.51

Provision for Tax

Current 0.00 10.00

Deferred -4.40 4.34

Fringe Benefit Tax 0.00 0.00

Excess provision of Income 0.00 0.00

Tax relating to previous year 0.00 0.00

Written back 0.21 0.21

Profit after Tax 21.08 21.08

Surplus brought forward 39.17 39.17

Profit available for Appropriation 60.24 60.24

Transfer to General Reserve 0.00 5.00

Dividend 0.00 0.00

Dividend Tax 0.00 0.00

Surplus carried forward 0.00 55.25

Due to steep escalation in input costs of metals especially copper and other overheads there has been a loss of Rs. 13.42 lakhs before tax.

2. Dividend:

As there is no profit available for distribution, your directors do not recommend payment of dividend for the year 2011-2012.

3. Fixed Deposits:

The Company has neither invited nor accepted any fixed Deposits from the public during the financial year under review.

4. Directors:

Smt. Farha Kamal and Sri Akmal Hassan Razvi Directors of the Company retire by rotation and being eligible offer themselves for reappointment.

5. Directors Responsibility Statement:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby report:

a) That in the preparation of Annual accounts the applicable accounting standards has been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of Profit and Loss Account for the year ended as on that date.

c) That 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 the safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the directors have prepared annual accounts on a going concern basis.

6. Conservation of Energy, technology Absorption and foreign Exchange earnings and outgo:

The requisite information with regard to Conservation of Energy, Technology absorption and Foreign Exchange outgo and earnings in terms of Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are set out in separate statements attached hereto (Annexure "A" & "B" respectively) and form part hereof.

7. Personnel:

Information in accordance with sub section (2A) of section 217 of the Companies Act, 1956, read with the Companies (Particulars of employees ) Rules 1975 and forming part of Directors report for the year ended 31st March, 2012 is not applicable as there was no employee drawing remuneration in excess of prescribed limits.

8. Auditors:

M/s. K. S. Aiyar & Co., Chartered Accountants retires at the forth coming Annual General Meeting and are eligible for re appointment. As required under Section 224 of the Companies Act, 1956, the company has obtained from them a confirmation to the effect that their re-appointment, if made, would be in conformity with the limits prescribed in the said section.

9. Corporate Governance and Compliance Certificate:

Separate notes on Corporate Governance and Management Discussion and Analysis report are set out as Annexure "C" and "D" respectively. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report

10. Listing Agreement Requirements:

(i) The securities of your Company are listed at BSE Limited. The Company has paid the Annual Listing fees to the stock Exchange up to date.

(ii) Trading in company's Securities has not been suspended for any reason during the year under review.

11. Buy Back of Shares:

There was no buy back of shares during the year under review.

12. Acknowledgements:

Your Directors thank ICICI Bank and State Bank of India for their continued support Your Directors also thank Employees,- Share holders, Customers, distributors and others associated with the Company for their continued support.

On behalf of the Board

Mustafa Kamal Basha Chairman & Managing Director

Place: Bangalore Date: 28th May, 2012

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Mar 31, 2011

DIRECTOR'S REPORT TO THE SHAREHOLDERS

To The Members

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2011.

1. Financial results and Appropriations: ( In Lakhs) PARTICULARS 2010-11 2009-10

Gross Income 797.13 722.31

Profit before Tax 26.51 63.12 Provision for Tax

Current 10.00 21.10

Deferred -4.34 -1.23

Fringe Benefit Tax 0.00 0.00

Excess provision of Income 0.00 0.00

Tax relating to previous year 0.00 0.00

Written back 0.21 0.00

Profit after Tax 21.08 43.25

Surplus brought forward 39.17 47.06

Profit available for Appropriation 60.24 90.41

Transfer to General Reserve 5.00 25.00

Dividend 0.00 22.43

Dividend Tax 0.00 3.81

Surplus carried forward 55.25 39.17

Though the gross income has increased during the year the profit before Tax has decreased from Rs.63.12 lacs to Rs.26.51 lacs mainly because of of steep escalation in input costs of metals especially copper. The price of the product remaining unchanged there has been a decline in the margins.

2. Dividend:

As the profit after tax is not adequate to cover the dividend payable if any declared and as your directors desire to conseve the profits for future activities, no dividend is recommended for the year 2010-2011.

3. Fixed Deposits:

The Company has neither invited nor accepted any fixed Deposits from the public during the Financial year under review.

4. Directors:

Sri Akmal Hassan Razvi and Dr. Mohd.Taha Matheen, Directors of the Company retire by rotation and being eligible offer themselves for reappointment.

5. Directors Responsibility Statement:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby report:

a) That in the preparation of Annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of Profit and Loss Account for the year ended as on that date.

c) That 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 the safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the directors have prepared annual accountants on a going concern basis.

6. Conservation of Energy, technology Absorption and foreign Exchange earnings and outgo:

The requisite information with regard to Conversation of Energy , Technology absorption and Foreign Exchange outgo and earnings in terms of Companies(Disclosure of Particulars in the report of Board of Directors) Rules,1988 are set out in separate statements attached hereto ( annexureA"&"B" respectively) and form part hereof.

7. Personnel:

Information in accordance with sub section (2A) of section 217 of the Companies Act,1956, read with the Companies (Particulars of employees ) Rules 1975,and forming part of Director's report for the year ended 31st march , 2011 is not applicable as there was no employee drawing remuneration in excess of prescribed limits.

8. Auditors:

M/s K S. Aiyar & Co., Chartered Accountants retires at the forth coming Annual General Meeting and are eligible for re appointment. As required under Section 224 of the Companies Act, 1956, the company has obtained from them a confirmation to the effect that their re-appointment, if made , would be in conformity with the limits prescribed in the said section.

9. Corporate Governance and Compliance Certificate:

Separate notes on Corporate Governance and Management Discussion and Analysis report are set out as annexure"C" and"D" respectively. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

10. Listing Agreement Requirements:

(I) The securities of your Company are listed at BSE Limited. The Company has paid the Annual Listing fees to the stock Exchange up to date.

(ii) Trading in company's Securities has not been suspended for any reason during the year under review.

11. Buy Back of Shares:

There was no buy back of shares during the year under review.

12. Acknowledgments :

Your Directors thank ICICI Bank and State Bank of India for their continued support. Your Directors also thank Employees, Share holders, Customers, distributors and others associated with the Company for their continued support.

On behalf of the Board Mustafa Kamal Basha Chairman& Managing Director

Place: Bangalore Date: 30th May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Accounts for the financial year ended 31 st March, 2010.

1. Financial results and Appropriations: (In Lakhs)

PARTICULARS 2009-10 2008-09

Gross Income 722.31 810.98

Profit before Tax 63.12 10.38

Provision for Tax

Current 21.10 5.50

Deferred -1.23 -10.85

Fringe Benefit Tax 0.00 2.86

Excess provision of 0.00 -81 Income

Tax relating to 0.00 0.00 previous year

Written back 0.00 0.00

Profit after Tax 43.25 13.68

Surplus brought forward 47.16 39.48

Pro lit available for 90.41 53.16 Appropriation

Transfer to General 25.00 6.00 Reserve Dividend 22.43 0.00

Dividend Tax 3.81 0.00

Surplus carried forward 39.17 47.16

Though the gross income has decreased dining the year the net profit after Tax has increased from Rs. 13.68 lacs to Rs. 43.25 lacs mainly because of various cost control measures taken by the management.

2. Dividend:

Your Directors have recommended declaration of dividend at 7.5% for the year 2009-10

3. Fixed Deposits:

The Company has neither invited nor accepted any fixed Deposits from the public during the Financial year under review.

4. Directors:

Sri Akmal Hassan Razvi and Mrs.Faraha kamal, Directors of the Company retire by rotation and being eligible offer themselves for reappointment.

5. Directors Responsibility Statement:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors hereby report:

a) That in the provision of Annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that arc responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and of Profit and Loss Account for the year ended as on that date.

c) That 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 the safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; ,

d) That Ihe directors have prepared annual accountants on a going concern basis.

6. Conservation of Energy, technology Absorption and foreign Exchange earnings and outgo:

The requisite information with regard to Conversation of Energy , Technology absorption and Foreign Exchange outgo and earnings in terms of Companics(Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are set out in separate statements attached hereto ( annexure"A"&"B" respectively) and form part hereof.

7. Personnel:

Information in accordance with sub section (2A) of section 217 of the Companies Act, 1956, read with the Companies (Particulars of employees ) Rules 1975,and forming pari of Directors report for the year ended 31 st march , 2010 is not applicable as there was no employee drawing remuneration in excess of prescribed limits.

8. Auditors:

M/s K S. Aiyar & Co., Chartered Accountants retires at the forth coming Annual General Meeting and are eligible for re appointment. As required under Section 224 of the Companies Act, 1956, the company has obtained from (hem a confirmation to he effect that their re-appointment, if made . would be in conformity with the limits prescribed in the said section.

9. Corporate Governance and Compliance Certificate:

Separate notes on Corporate Governance and Management Discussion and Analysis report are set out as annexure "C" and "D" respectively. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

10. Listing Agreement Requirements:

(i) The securities of your Company are listed at BSE Limited. The Company has paid the Annual Listing fees to the stock Exchange up to date.

(ii) Trailing in company s Securities has not been suspended for any reason during the year under review.

11. Buy Back of Shares:

There was no buy back of shares during the year under review.

12. Acknowledgments:

Your Directors thank 1CICI Bank and State Bank of India for (heir continued support. Your Directors also thank Employees, Share holders. Customers, distributors and others associated with the Company for their continued support.

On behalf of the Board Mustafa Kamal Basha Chairman& Managing Director



Place: Bangalore

Date: 28th May, 2010