Directors Report of Welterman International Ltd.

Mar 31, 2014

Dear Members,

The Directors Have pleasure to present their TWENTY SECOND ANNUAL REPORT together will thAudited Statement of Accounts for the Financial Year ended on 31st March, 2014.

1 FINANCIAL & WORKING RESULTS

Particulars 2013-2014 2012-2013 Rs.(In Lacs) Rs. (In Lacs)

Total Income 543 390,421 20,77,01.606

Gross Profit/ (Loss) Before Depreciatopn 9.793,540 (2,159,967)

(Less): Depreciation (1,517,127) (863,548)

PROFIT /(LOSS) BEFORE TAX 8,276,13 (3,023,515)

(Add) Excess Provisions for Tax - 5011

PROFIT/(LOSS) AFTER TAX 8,276,413 (3,013,504)

Balance brought forward (125.433.546) (125,465.042)

(LOSS) CARRIED TO BALANCE SHEET (120,207,133) (128,486,546)

2. DIVIDENDS :

In view of carried forward losses of the Company, your Directors do not recommend any dividend.

3. DEPOSITS ;

The Company has not accepted / renewed deposits, within the meaning of the Companies (Acceptance of Deposits) Rules, 1975.

4. PRESENT STATUS UNDER BIFR :

As you are aware, the Company is a ' Sick End inustriaI Company registered red under the provisions of Sick Industries Companies (special Provisions) Act 1985 and the matter of the Company is pending with Hon'able BIFR.

5. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs. 60,00,000 per annum or Rs. 6, 00,000 per month for any part of the year or more end fierce no partial lars as prescribed under Section 2l7(2A) of the Companies Act, 1966 read with the Companies (particulars of Employees} Rule. 1975 are required to be furnished'.

6) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company does not have material information required under Section 217 (1 )(e) nf the Cnmpanies Act . 1950 read with the Companies (Disclosure of Particulars if the Board of Directors) Rule, 1988 to offer end hence no particular have been furnishes.

7) FOREGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company had not earned any foreign exchange and spirit foreign exchange equivalent to Rs. 268,623.963.

B) DIRECTORS’ RESPONSIBILITY STATEMENT:

(i) Your Directors have followed the applicable accounting standards alongwith proper explanation relatinig to material departures, it any while preparing the annual accounts:

(iii) Your Directors have selcted such accounting policies and applied thorn consistently and made judgments and estimates; that are reasonable and prudent so as to give true and fair vow of the state of affairs of the Company at the end of financial yea and of the profit of the Company far the period;

(iii) Your Directors have taken proper and s-ufficent care for the maintenance of adequate accourcing records in accordsnce wifh the prgvisspns of this Act for sateguandrng the assefa of the Company and far preventing and detecting fraud and other irregularities;

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

9) DIRECTORATE:

Your Directors have appointed Mr. Shatolbhai Menton as an Additional Director of the Company w.e.f 24.04.2014.

Mr Bi.'i paul resgined from toe office of Director due to his preoccupation. Your Directors have placed on record their appreciation tor valuable services rendered by him CL, ring his tenure of Directorship.

Mr. Kayum Dhanam retires at the ensuing Annual General Meeting and being eligible offers himself far reappointment,

10) SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate as required under Rule 3(1) of The Companies. (Compliance Certificate) Rules 2001 read with Section 3B3A(1) of the Companies Act. 1956 received from M/s, Devesh Vtmal & Co,. Practising Company Secretaries has been attached io this report

11) AUDITORS:

Mis Parish Shah Cholalia & Associates, 3 Accountants. Vadodara, retire at trie conclusion of this Annual General Wasting.

The Company has receded consent form M,rs. Parlkh Shat' Cbotaha & Associates, Chartered Accountants for their reappointment as Auditors as wait as certificate relating to eligibility of their proposed reappointment. Accordingly your Director recommended reappointment of M/S Panikh.

Shah and Chotalia, Chartered Acccumants as Statutory Auditors from the conclusion of 22nd Annual General Meeting unto the conclusion of 25th Annual Genera Meeting-subject to ratifica- tion at every Annua) General Meeting pursuant to Section 139 and other provisions. applicable if any of the Companies Act,2013 and fix their remuneration,

12) ACKNOWLEDGMENTS:

Your Directors place bn record their sincere gratitude to banks, financial institutions, sharehold- ers, the employees and all the associates of the Company far their hard work and continual support to the Company.

FOR AMD OM BEHALF OF THE BOARD

KAYUM R. DHANANI CHAIRMAN

Place: Vadodara Date: 29th May, 2014

---

Mar 31, 2012

Dear Members,

The Directors have pleasure to present their TWENTIETH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2012

1) FINANCIAL & WORKING RESULTS:

Particulars 2011-2012 2010-2011 Rs. In lacs Rs. In lacs

Total income 2309.36 1116.46

Gross Profit/ (Loss) Before Depreciation (12.76) 113.05

(Less): Depreciation (11.06) (14.83)

PROFIT / (LOSS) BEFORE TAX (23.82) 98.22

(Less): Income Tax and Fringe Benefit NIL (00.02)

Tax

Deferred Tax Asset 192.29 NIL

PROFIT AFTER TAX 168.47 98.20

Balance Loss Brought Forward: (1423.12) (1521.32)

Balance Loss Carried Forward : (1254.65) (1423.12)

2) DIVIDENDS:

In view of carried forward losses, your Directors do not recommend dividend.

3) DEPOSITS:

The Company has not accepted / renewed deposits within the meaning of the Companies (Acceptance of Deposits) Rules, 1975.

4) PRESENT STATUS UNDER BIFR:

As you are aware, the Company is a ‘Sick Industry' registered under the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 and the case of the Company is pending for further directions from BIFR.

5) REVOCATION OF SUSPENSION OF TRADING BY BOMBAY STOCK EXCHANGE LTD:

Bombay Stock Exchange Ltd. (BSE) has revoked Suspension of trading of Equity Shares of the Company effective from 16th April, 2012 and accordingly its trading at BSE is resumed in T group.

6) PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs 60, 00,000 per annum or Rs. 5, 00,000 per month for any part of the year or more and hence no particulars have been furnished as prescribed under Section 217(2A) of the Companies Act, 1956.

7) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company does not have material information required under Section 217 (1)(e) of the Companies act, 1956 read with the Companies (Disclosure of Particulars in the Board of Directors) Rule, 1988 to offer and hence no particulars have been furnished.

8) DIRECTORS' RESPONSIBILITY STATEMENT :

(i) Your Directors have followed the applicable accounting standards alongwith proper explanation relating to material departures, if any, while preparing the annual accounts;

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

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

9) DIRECTORATE:

Ms. Shamim Sheikh, Director of the Company retires at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Your Directors appointed Mr. Paveet Amin as an Additional Director to hold office upto the ensuing Annual General Meeting. A requisite notice pursuant to Section 257 of the Companies Act, 1956 has been received for his appointment as a Retiring Director at ensuing AGM.

Your Directors have reappointed Mr. Kayum Dhanani as a Managing Director.

10) SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate as required under Rule 3(1) of The Companies (Compliance Certificate) Rules 2001 read with Section 383A(1) of the Companies Act, 1956 received from M/s. Devesh Vimal & Co., Practising Company Secretaries has been attached to this report.

11) AUDITORS:

M/s Parikh Shah Chotalia & Associates, Chartered Accountants, Vadodara, retire at the conclusion of this Annual General Meeting.

A written certificate is obtained from the Auditors, M/s. Parikh Shah Chotalia & Associates, Chartered Accountants to the effect that in case of their reappointment as Auditors the same would be within the limits laid down in Section 224(1B) of the Companies Act, 1956. You are requested to appoint Auditors and fix their remuneration.

12) ACKNOWLEDGEMENTS:

Your Directors place on record their sincere gratitude to bank, financial institutions, shareholders, the employees and all the associates of the Company for their hard work and continual support to the Company.

FOR AND ON BEHALF OF THE BOARD

(Kayum R. Dhanani)

CHAIRMAN & MANAGING DIRECTOR

Place: Vadodara

Date: 10th July, 2012

---

Mar 31, 2010

Your Directors present their EIGHTEENTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2010

1) FINANCIAL & WORKING RESULTS:

Particulars 2009-2010 2008-2009 Rs. Rs.

Total income 25,25,852 2,79,39,006

Gross Profit/ (Loss)

Before Depreciation (1,03,84,401) (50,23,386)

(Less): Depreciation (17,67,941) (1,995,121)

Net (Loss) for the Year (1,21,52,342) (7,018,507)

PRIOR PERIOD & 5,628

EXTRAORDINARY ITEMS

Provisions for FBT - (34,000)

PROFIT/ (LOSS)

AFTER TAXES (1,21,46,714) (7,052,507)

Add/ (Less): Balance

brought (13,99,85,343) (132,932,837)

forward:

BALANCE CARRIED TO (15,21,32,057) (139,985,343)

BALANCE SHEET

2) DIVIDENDS:

In view of carried forward losses, your Directors do not recommend dividend.

3) DEPOSITS:

The Company has not accepted / renewed deposits within the meaning of the Companies (Acceptance of Deposits) Rules, 1975

4) PRESENT STATUS UNDER BIFR:

As you are aware, the Company is a 'Sick Industry' registered under the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 and the case of the Company is pending for further directions from BIFR.

5) CLOSURE OF PLANT:

In view of persistent unavailability of the production unit, the plant of the Company was closed in May, 2009 as reported earlier. Thereafter, the Company has not carried out any operation.

6) PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs24,00,000 per annum or Rs. 2,00,000 per month or more for any part of the year and hence no particulars have been furnished as required under Section 217(2A) of the Companies Act, 1956.

7) PARTICULARS RELATING TO CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company does not have information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Board of Directors) Rules, 1988 to offer and hence no particulars have been furnished.

DIRECTORS' RESPONSIBILITY STATEMENT :

(i) Your Directors have followed the applicable accounting standards along with proper explanation relating to material departures if any, while preparing the annual accounts;

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

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

9) DIRECTORATE:

Mrs. Shamim Sheikh, Director of the Company retires at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Mr. Abbas A. Sheikh resigned from the Directorship of the Company during the year in view of pre occupation. Your Directors have taken on record their appreciation for valuable services rendered by him during his tenure.

10) SECRETARIAL COMPLIANCE CERTIFICATE:

Secretarial Compliance Certificate as required under Rule 3(1) of The Companies (Compliance Certificate) Rules 2001 read with Section 383A(1) of the Companies Act, 1956 received from M/s. D. Pathak & Associates, Practicing Company Secretaries has been attached o this report.

11) AUDITORS:

M/s Parikh Shah Chotalia & Associates, Chartered Accountants, Vadodara, retire at the conclusion of this Annual General Meeting.

A written certificate is being obtained from the Auditors, M/s. Parikh Shah Chotalia & Associates, Chartered Accountants to the effect that in case of their reappointment as Auditors the same would be within the limits laid down in Section 224(1B) of the Companies Act, 1956. You are requested to appoint Auditors and fix their remuneration.

12) ACKNOWLEDGEMENTS:

Your Directors place on record their sincere gratitude to bank, financial institutions, shareholders, the employees and all the associates of the Company for their continual support to the Company.

FOR AND ON BEHALF OF THE BOARD

( Kayum R. Dhanani )

CHAIRMAN & MANAGING DIRECTOR

Place: Vadodara

Date: 14th August, 2010

---

Mar 31, 2009

The Directors present their SEVENTEENTH ANNUAL REPORT together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2009.

(1) FINANCIAL & WORKING RESULTS

Particulars 2008-2009 2007-2008 Rs. Rs. Total Income 27,939,006 300,82,763 Gross Profit/(Loss) Before Depreciation: (5,023,386) (18,269,642) (Less): Depreciation (1,995,121) (2,243,739) Net (Loss) for the year (7,018,507) (20,513,381) PRIOR PERIOD & EXTRAORDINARY ITEMS Provisions for FBT (34,000) (30,000) PROFIT/(LOSSES) AFTER TAXES (7,052,507) (20,543,381) Add /(Less) Balance brought forward: (132,932,837) (112,389,456) BALANCE CARRIED TO BALANCE SHEET (139,985,344) (132,932,8397)

(2) DIVIDENDS :

In view of carried forward losses, your Directors do not recommend dividend.

(3) DEPOSITS :

The Company has accepted/renewed no deposits within the meaning of the Companies (Acceptance of Deposits) Rules, 1975.

(4) AUDITORS REPORT :

Remark of the Auditor relating to Accounting Standard 28 in respect of impairment of assets and its impact is self explanatory in clause no. 3(ii) of their Report.

(5) PRESENT STATUS UNDER BIFR :

As you are aware, the Company is a Sick Industrial company registered under the provisions of Sick Industrial Companies (Special Provisions) Act,1985 and the case of the Company is pending for further directions from BIFR.

(6) CLOSURE OF PLANT :

In view of persistent unviability of the production unit, the plant of the Company is closed in May, 2009.

(7) PARTICULARS OF EMPLOYEES :

There was no employee drawing remuneration of Rs 24,00,000 per annum or Rs.2,00,000 per month or more for any part of the year and hence no particulars have been furnished as required under Section 217(2A) of the Companies Act, 1956.

(8) PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Board of Directors) Rules, 1989 is annexed hereto and forms part of this Report.

(9) DIRECTORS RESPONSIBILITY STATEMENT:

(i) Your Directors have followed the applicable accounting standards alongwith proper explanation relating to material departure if any while preparing the annual accounts;

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

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

(10) DIRECTORATE :

Mr. Abbas A. Sheikh, Director of the Company retires at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

(11) AUDITORS :

M/s. Parikh Shah Chotalia & Associates, Chartered Accountants, Vadodara, retire at the conclusion of this Annual General Meeting.

A written Certificate is obtained from the Auditors, M/s. Parikh Shah Chotalia & Associates, Chartered Accountants to the effect that in case of their re-appointment as Auditors the same would be within the limits laid down in Section 224(1 B) of the Companies Act, 1956. You are requested to appoint Auditors and fix their remuneration.

(12) ACKNOWLEDGEMENTS:

Your Directors place on record their sincere gratitude to bank, financial institutions, shareholders, the employees and all the associates of the Company for their hard work and continual support to the Company.

FOR AND ON BEHALF OF THE BOARD Place: Vadodara. KAYUM R. DHANANI Date : 30.07.2009 Chairman & Managing Director