BOARDS' REPORT To The Members of Jyoti Limited Your Directors present this SEVENTY FIRST ANNUAL REPORT and Audited Accounts for the year ended on 31st March, 2015. OPERATIONS A. PERFORMANCE 1. The Net Sales of the Company for the year ended on 31st March, 2015 marginally improved to Rs. 234.79 crores as compared to Rs. 231.78 crores of the previous year. The sales remained lower on account of following reasons:- a) The continued slowdown in the economy in general and particularly in irrigation and water management projects resulted in stagnation of top-line performance. Despite comfortable order book position, the Company could not execute various orders. b) The slowdown in the infrastructure industry segment also affected Company's end customers. Non recovery of dues from such customers forced the Company to curtail further execution of orders. c) The cash crunch faced due to above reasons resulted in Company not being able to make the payment to banks for Letter of Credit facilities. This affected further LCs to be opened in favour of materials suppliers, which in turn, affected production and consequent sales. d) External factors such as forest land issue, environmental issue,evacuation, preparation of site, etc. have affected planned execution by construction companies, which are our major partners in EPC contracts. This, in turn, affected Company's scheduled production and supplies in such cases. 2. The loss during the year was lower at Rs. 113.54 crores as compared to previous year's loss of Rs. 128.39 crores. The main reasons for the losses area) The material costs have been higher due to pressure in material prices and increased costs due to delay in execution of various projects, discounts demanded by customers in product sales, certain strategic orders taken at lower margin for future sustainability of order flow, etc. Water • Power • Progress b) The Company was able to reduce Employees benefits expense and other expenses, but the lower sales and high material costs resulted in lower contribution, which could not absorb these expenses fully. c) The difficult market situation in the EPC Contracts continues to affect the operations and profitability of the Company. Many customers have postponed further capital expenditure in various projects and/or kept further implementation in abeyance and some receivables have become doubtful. As a precaution, the Company has provided for such bad and doubtful receivables and advances in the Statement of Profit and Loss. d) The Depreciation charge for the year was higher by Rs. 4.03 crores on account of depreciation being charged on the carrying amount of the assets over the remaining useful life of the assets, in terms of provisions of the Companies Act, 2013. e) The continued cash losses eroded the working capital resulting in severe liquidity constraints faced by the Company. The high debt ofterm loans, working capital and LC devolvements increased the Finance Cost further to Rs. 72.73 crores from Rs. 68.69 crores in the previous year. B. CURRENT OUTLOOK Despite the subdued industrial outlook, the Company strives for increased operations, turnover, cost reduction and collection from receivables. The Management has already taken various measures for the revival of the Company, as follows: a) The Company is making all out efforts to collect old overdues and close monitoring at all levels is being done to realise current receivables in time. The Management believes that the steps taken will slowly but surely give results in improved cash flows and reduction in finance costs. b) The Company has stopped taking orders of lower margin and there are continuous efforts to negotiate sales price to provide turnover, profitability and cash surplus for the Company. c) The Company has reduced the material cost and increased the contribution from orders to absorb the overheads. Your Directors are happy to report that the efforts have resulted in a lower material content in the current year and Company hopes to have a positive EBIDTA during the current year. d) Measures for rationalisation of manpower with increased productivity will result in reduction of overall employees' cost. e) Control of overheads and administration expenses will result in substantial savings for the Company. f) Barring absolutely essential capital expenditure for operational requirements, Management has cut down on all capital expenditure. DIVISIONAL PERFORMANCE A. ENGINEERED PUMPS & PROJECTS DIVISION During the year under review, Engineered Pumps & Projects Division (EPPD) continued to pass through a very difficult phase in view of the market situation and poor economy. The economic slowdown continued during theyearandthe infrastructure companies who are the main customers of EPPD were passing through a very difficult phase. Even though there was no major improvement in the economic situation, the division managed to have carry forward orders of Rs. 481 crores during the end of the year. The division received four orders for Sauni Yojna Project under Government of Gujarat from two of its major customers namely M/s NCC Limited and M/s Megha Engineering & Infrastructure Limited worth Rs. 115 crores. In the Irrigation Sector, the division is well placed for future orders upto Rs. 450 crores in the states of Karnataka and Andhra Pradesh where the Company has pre-tenderingtie up as perpre-qualification requirement with Infrastructure Companies who are already lowest as per the bid opening results. During the year under review, the Company has successfully commissioned water supply projects under Nagpur Municipal Corporation where 8 Nos. of 777 HP Vertical Turbine pumps were commissioned along with allied electrical and mechanical equipments. Similarly, the division has also commissioned Watrak-I and Watrak-II Lift Irrigation Projects under Narmada River Resources Department, Government of Gujarat. These projects involve commissioning of 6 Nos. of pumps of 2749 HP, 3 Nos. of pumps of 1810 HP, 3 Nos. of pumps of 449 HP and 3 Nos. of Pumps of 1408 HP. The project was successfully synchronized and is presently under Operation & Maintenance. Another Lift Irrigation Scheme was commissioned in the state of Jharkhand under PHED. In all these projects, the division was responsible for design, engineering, supply, erection, testing & commissioning including Operation and Maintenance of Pumps, Motors and ElectroMechanical works including Scada. The division is executing a major order for Naval Dockyard along with Hindustan Construction Company Limited, Mumbai. This order calls for design, engineering, supply, erection, testing & commissioning of 13 Nos. of systems required for de-watering and maintenance of ships in the Dry Dock. The commissioning ofthis project has to be done in a phased manner. During the year, the division has successfully commissioned Fresh Water System and Compressor System including substation. This project, on complete commissioning, will bring lot of credentials to the division and the Company. During the year, the division has successfully completed supply of 3 Nos. Circulating Water Pumps with Motors including Raw Water and Make Up Water Pumps along with Electro-Mechanical equipments in record time for 1 x 500 MW NTPC Vindhyachal Thermal Power Station Project. Similarly, the division has also supplied 4 Nos. Circulating Water Pumps with Motors through L&T for 2 x 660 MW Super Critical Thermal Power Station under Rajasthan Rajya Vidyut Utpadan Nigam Limited for their 1st Unit. Inspite of all difficulties, these pumps were supplied in record time which was acknowledged and appreciated by L&T. The 1st Concrete Volute Circulating Water Pump was manufactured and supplied by the Company under technical collaboration with TM.P. S.p.A. - Termomeccanica Pompe, Italy for 2 x 660 MW Power Project for NCC Power Projects Limited. There are 4 Nos. ofCirculating Water Pumps with Motors and the project is being executed through M/s NCC Limited. All the above pumps are under erection. On successful commissioning, the Company will qualify, on their own, for Concrete Volute Circulating Water Pumps for power plants upto 660 MW. B. HYDEL During the year, the Hydel Division has bagged the largest order in Small Hydro from Sardar Sarovar Narmada Nigam Limited in Joint Venture with M/s Megha Engineering & Infrastructure Limited. The value of the order is Rs. 421 crores and the share of your Company is Rs. 90 crores. This involves supply of 9 Nos. Kaplan Turbines with Generators, Gear Boxes and allied ElectroMechanical Equipments. This is the single largest order for any company in Small Hydro below 10 MW. There was stagnation in Small Hydro Sector during the year mainly due to environmental issues and financial non-closure with banks. The division which has an average turnover of about Rs. 20 crores every year has an order book of Rs. 140 crores at the end of the year. The division has successfully bagged six orders in Indonesia and have successfully commissioned three projects. The division is well placed in Indonesia and more orders are expected. The division has pending orders of Rs. 225 crores awaiting finalisation. The division is shifting its present business focus to export and plan to do business selectively in the domestic market. During the year, the division has successfully designed, manufactured and supplied 4 Nos. x 2.1 MW 4-Jet Vertical Pelton Turbines with Generators and allied electro-mechanical equipments for Chirangpong Hydro Project in Indonesia. Similarly, part supplies for NTPC Singrauli Small Hydro Power Project of 2 x 4 MW were made during the year which includes 2 Nos. Generators of 4 MW. The division had supplied 2 Nos. x 2.5 MW Vertical Kaplan machines to Ukai Thermal Power Plant in Gujarat in the year 1988. These turbines and Generators were working satisfactorily since commissioning. During the year, the division has successfully refurbished these turbines and generators for continuous satisfactory operation. The customer is very happy and satisfied with the performance of these machines and services of the division. C. ROTATING ELECTRICAL MACHINES The division was basically concentrating on captive manufacturing for their EPPD and Hydel divisions.The division caters to the requirement of motors for Infrastructure sector and generators for Hydro Power sector. During the year under review, both infrastructure sector and Hydro Power had a very slow growth rate. Hence, the division was not in a position to book orders for motors and generators alone. During the year, the division has manufactured 19 Nos. of motors and 2 Nos. of generators for EPPD and Hydel divisions. With the Hydel order from Sardar Sarovar Narmada Nigam Limited, the division has to design, manufacture and supply 9 Nos. of generators of 5 MW each during the coming financial year. This in-house manufacturing facility strengthens the EPPD and Hydro Divisions as the Company is the only manufacturer of Pumps and Turbines who also manufacture motors and generators. The division continued to get its share of business for Arnos from Indian Railways. During the year under review, the company has supplied 34 Nos. of Arnos. D. SWITCHGEAR During the financial year under review, the Switchgear Division of the Company achieved Sales of Rs. 7750 Lacs. The VCB production in terms of quantity is around 1900 Nos. and HT Switchgear Panels Manufactured are 2090 Nos. which include RMU Production of 264 Nos. The Switchgear Division has received orders worth Rs. 7400 Lacs in the year 2014-15. During the financial year under review, the Switchgear Division has achieved all time high target of 30% than previous year for Sales, Production, Order Booking and Payment Collection. In addition to the above, several milestones have been achieved by the Switchgear Division, during the financial year 2014-15, some of which are enumerated below: 1. The Company has executed first order of MGVCL - GEB DISCOM for 100 Nos. RMU worth Rs. 440 Lacs which are highlytechnically featured RMUwith Motorization and SCADA compatible as per R-APDRP projects and specification are as per guidelines of the Government of India (GOI). 2. Based on this order execution, the Company has received second order from MGVCL for 260 Nos. worth Rs. 900 Lacs for the same specification under R- APDRP projects of GOI. The company has also received some more orders for RMU from various customers such as APEPDCL, Pondichery Electricity Board, etc. 3. The Company bagged various 11 kV VCB panels orders from GETCO worth approximately Rs. 2000 Lacs and executed them successfully. 4. Apart from above, the Company has also done Export Business of Rs. 1900 Lacs during the financial year which is all time high. The Company is going to apply for STAR HOUSE export category in the current year. 5. The Company has increased order booking of 33 KV Indoor VCB Panel as well as 33 KV Outdoor VCBs during the financial year amounting to Rs. 150 Lacs. 6. SF6 Ring Main Unit The Company has manufactured 264 Nos. SF6 Ring Main Unit of various types and has set target of 400 Nos. RMU from next financial year onwards. As R-APDRP projects are funded by GOI and there will be huge requirement of RMU in next five years, the Company is hopeful that there will be no shortage of orders for RMU and huge growth in RMU Business is targeted by the Company. For other Medium Voltage Switchgear Products also, the Company has decided to do the re-certification of various products as a continuous product certification process during 201516 and with the continuous thrust the requirement is bound to grow in the power and other sectors. The Company is confident of achieving better performance in the years to come. EXPORTS During the year under review, the Company's exports valued at Rs. 2840.57 lakhs. The Company's major exports are to Sultanate of Oman for Switchgear and Indonesia for Hydel Turbines. REGISTRATION WITH THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR) During the year, the Company got registered with the Board for Industrial and Financial Reconstruction (BIFR) in terms of the provisions of Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), for determination of measures for its rehabilitation. The Company has already initiated the process of declaring itself as a Sick Company. PUBLIC DEPOSITS The Company has not accepted any deposits from the Public during the year under review. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The Company has not given any loan or provided guarantees or made any investments as prescribed under Section 186 of the Companies Act, 2013. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO As required by Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure A forming part ofthis Report. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS As per Clause 49 of the Listing Agreements entered into with the stock exchanges, Corporate Governance Report with Auditors' Certificate thereon and Management Discussion and Analysis are given in Annexure B forming part ofthis Report. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm and state that - i In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. The Directors had 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 period; iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors had 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 effectively; and 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. BOARD MEETINGS The Board of Directors met 8 (eight) times during the year. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report. AUDIT COMMITTEE The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this Report. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE The Company does not have any subsidiary. During the year, JSL Industries Ltd. ceased to be Associate Company of the Company. The Company has a Joint Venture Company Jyoti Sohar Switchgear LLC, Sultanate of Oman and holds 49% of the total shareholding. WHISTLE BLOWER & VIGIL MECHANISM The Company has established a "Whistle Blower and Vigil Mechanism Policy" for Directors and employees to report the genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreements with the Stock Exchanges. Policy is available on the website of the Company at the web-link <http://www.jyoti.com/pdf/whistle> blower and vigil mechanism policy.pdf DECLARATION BY INDEPENDENT DIRECTORS All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances, which may affect their status as independent directors during the year. However, with effect from 30th May, 2015, Mr. Marut Patel continues as an Additional Director (NonExecutive) of the Company as the Company is availing Consultancy services from M/s. Info Jinie, where wife of Mr. Marut Patel is the Proprietor. Being interested, Mr. Marut Patel is no longer eligible to be Independent Director as per the criteria specified under the provisions of Section 149(6) of the Companies Act, 2013 and as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges. NOMINATION AND REMUNERATION POLICY A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company's policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors in its Meeting held on 31st July, 2014. The said Policy may be referred to at the Company's official website at the web-link <http://> www.jyoti.com/pdf/nomination and remuneration policy n evaluation criteria.pdf RISK MANAGEMENT Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. The Risk Management Policy of the Company may be referred to at the Company's official website at the web-link <http://www.jyoti.com/pdf/risk> management policy.pdf BOARD EVALUATION During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The evaluation framework for assessing the performance of Directors comprises of the following key areas: - Attendance and participation in the Meetings and timely inputs on the minutes of the meetings - Adherence to ethical standards & code of conduct of Company and disclosure of non -independence, as and when it exists and disclosure of interest - Raising of valid concerns to the Board and constructive contribution to resolution of issues at meetings - Interpersonal relations with other directors and management - Objective evaluation of Board's performance, rendering independent, unbiased opinion - Understanding of the Company and the external environment in which it operates and contribution to strategic direction - Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential information The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation. EXTRACT OF THE ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT-9 are given in Annexure C forming part of this Report. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel, etc., which may have potential conflict with interest of the Company at large. The Policy on Related Party Transactions of the Company as approved by the Board is uploaded on the Co mpany's website at the web-link <http://www.jyoti.com/pdf/policy%20on> related party transactions.pdf. The Audit Committee reviews all related party transactions quarterly. The particulars of contracts or arrangements with related parties given in "Form AOC-2" are given in Annexure D forming part of this Report. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. J.J. Gandhi & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is appended as Annexure E forming part of this Report. The observations of the Auditor along with comments / clarifications of the Board of Directors thereon are as follows: 0 Observation No.1 The 70th Annual General Meeting (hereinafter referred to AGM) of the Shareholders of the Company held on 22nd Sept., 2014 (original date of AGM 11th Sept., 2014 was postponed due to flood in Vadodara for which public notice was given in News papers, the Indian Express and the Financial Express both dated 11th Sept., 2014) at the Registered Office of the Company was adjourned sine die for adoption of Financial Statements as on 31st March, 2014 by the shareholders of the Company. As per requirement of provisions of Section 137(1) of the Companies Act, 2013, the Company could not file Financial Statements adopted by the Shareholders of the Company with the Registrar of Companies, Gujarat. The unadopted Financial Statements filed by the Company pursuant to proviso of Section 137(1) of the Act, are provisional till the Financial Statements are filed after their adoption in the adjourned AGM. Further, Pursuant to requirement of provisions of Section 121(2) of the Companies Act, 2013, the Company had filed report on AGM before its conclusion though the AGM was adjourned sine die. Clarification / Comment on Observation No.1 The Resolution No.1 pertaining to the adoption of Financial Statements, without assigning any reasons, was not passed as the votes cast against were more than the votes cast in favour of approval. Therefore, the AGM, out of two schools of thoughts about "conclusion of AGM after laying down all prescribed matters before the AGM and after AGM considering all of them", the Chairman of the meeting treated the meeting as adjourned sine die for want of adoption of financial statements in compliance with Section 137 of the Companies Act, 2013. 0 Observation No.2 Considering the termination of Shareholders' Agreement dated 14th Sept., 2010, the Board of Directors of the Company at its meeting held on 10th Nov., 2014 resolved that Mr. Bharat Patel and Mr. S N Rajan ceased to be Directors of the Company. The Board further suspended all rights including voting rights attached to 18,00,000 equity shares issued by the Company on preferential basis under the Shareholders' Agreement dated 14th September, 2010. The required compliance for intimation for cessation of Directors of the Company viz. Mr. Bharat Patel and Mr. S N Rajan had not been filed/ uploaded with the portal of Ministry of Corporate Affairs by the Company. Clarification / Comment on Observation No. 2 To comply with the legal requirements, the Company did make attempts to file / upload the information on portal, yet, as in Form DIR-12, the option for cessation pursuant to the termination of nomination pursuant to explanation under Section 149(7) of the Companies Act, 2013 is not available, the Company could not complete the filing and uploading work. However, it has already approached the Ministry of Corporate Affairs vide letters dated 4th December, 2014, 9th January, 2015, 14th March, 2015, 11th May, 2015 and lastly on 21st May, 2015 and has not only reported the matter but has also requested for removal of difficulty faced by the Company and issue necessary direction to the Company or to the office of the Registrar of Companies, Gujarat, so that Form DIR-12 can be filed/ uploaded. The matter is under the consideration of the Ministry of Corporate Affairs. INTERNAL CONTROL SYSTEMS The Company has an adequate system of internal control procedures, which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorised, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are also generally placed before the Board. EQUAL OPPORTUNITY EMPLOYER The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on "Prevention of Sexual Harassment" at the workplace. There were no cases reported under the said Policy during the year. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES In terms of the provisions of Section 197(12) of the Companies Act, 2013 (Act) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure F forming part ofthis Report. STATUTORY AUDITORS At 70th Annual General Meeting (AGM) of the Company held on 22nd September, 2014, the resolution for appointment of Statutory Auditors was not passed and no other auditor was also appointed at the said AGM, consequently no auditor was appointed in the said AGM. The provisions of Section 139(10) of the Companies Act, 2013 state that if at any Annual General Meeting, no auditor is appointed or re-appointed, the existing auditor shall continue to be the auditor of the Company. In view of the above, the Statutory Auditors, M/s. V.H. Gandhi & Co., Chartered Accountants, Vadodara hold office up to the ensuing Annual General Meeting and being eligible, offer themselves for appointment. The Board recommends their appointment for a term of two consecutive years from the conclusion of this Seventy First Annual General Meeting up to the conclusion of Seventy Third Annual General Meeting of the Company in the calendar year 2017, subject to ratification of their appointment in the intermittent Annual General Meeting to be held in calendaryear 2016. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified from appointment. The Auditors' Report to the Members for the year under review is self-explanatory and does not contain any qualification. COST AUDITORS In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, certain companies were specifically excluded from maintaining cost records and carrying out cost audit thereof which also included your Company. Therefore, during 2014-15, the Company was neither required to maintain cost records for its products nor carry out cost audit of the same. Further, vide the Companies (Cost Records and Audit) Amendment Rules, 2014, which were notified on 31st December, 2014 and applicable from 1st April, 2015, the Company is once again subject to maintenance of Cost Records of its products such as Motors, Pumps, Turbines, Generators and Relays and is required to get them audited for the financial year 2015-16. Based on the recommendation of the Audit Committee and subject to the ratification of theremuneration of the Cost Auditors by the Members of the Company, the Board of Directors of your Company has appointed the following Cost Auditors for conducting the audit of cost records of the Company for various products for the financial year 2015-16: (i) M/s. R. K. Patel & Co., Cost Accountants - For Motors and Pumps (ii) M/s. Y. S. Thakar & Co., Cost Accountants - For Engineering Products such as Turbines, Generators and Relays MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. SIGNIFICANT AND MATERIAL ORDERS / DEVELOPMENTS In terms of the provisions of Regulation 3(1) & 4 of SEBI (SAST) Regulations, 2011, two acquirers namely Shri Lavjibhai D. Daliya and Anjani Residency Pvt. Ltd. from Surat, Gujarat, on 29.06.2015, have made detailed public statement and have made Open Public Offer for acquisition of 1,28,46,744 equity shares in the Company. The Board is required to make comments on the said Offer through the recommendations of its Committee of Independent Directors before 10th August, 2015. The Offer is not yet open for shareholders for tendering their shares. APPRECIATION Your Directors place on record their appreciation and gratitude for the excellent support the Company has received from its workers, employees, customers, vendors and shareholders. They also express their sincere thanks to the CDR Cell, the Bankers and various State Governments for the valuable support extended to the Company. On Behalf of the Board of Directors Rahul N. Amin Chairman & Managing Director (DIN:00167987) Vadodara 20th July, 2015 |