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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Coromandel Engineering Company Ltd.

Mar 31, 2024

Your Directors'' present the 76^th Annual Report and the audited financial statements for the financial year ended 31^st March 2024.

The financial performance of the Company for the financial year ended 31^st March 2024 is summarized below:

FINANCIAL RESULTS:		('' in Lakhs)
Particulars	2023-24	2022-23
Gross Income	9,667.78	12656.02

Profit/(loss) before Interest and Depreciation	80.10	60.23
Finance charges	301.83	421.24
Gross Profit/(loss)	(221.73)	(361.01)
Depreciation and Amortization expenses	161.37	222.82
Net Profit/(loss) before tax , after exceptional item	(361.89)	(385.34)
Provision for tax	77.85	65.52
Net Profit/(loss) after tax	(439.73)	(450.86)
Other Comprehensive Income/(loss)	-	(1.08)
Total Comprehensive Income	(439.73)	(451.94)
Earnings per share	(1.32)	(1.36)

OPERATIONS AND PERFORMANCE

For the year under review, your Company achieved a gross income of Rs. 9,667.78 Lakhs and incurred a loss after tax of Rs.(439.73) Lakhs. Depreciation for the year was Rs.161.37 Lakhs.

Your Company has put in several systems and review processes and has adopted better planning and execution strategies. The order book is also at healthy levels.

There has been good improvement in ensuring timely collection from current projects and finance costs were kept under control.

CHANGE IN MANAGEMENT AND CONTROL

During the financial year 2023-2024, significant changes occurred in the ownership and control structure of the company. The company underwent an acquisition process through an open offer,

resulting in new entities acquiring substantial stakes. The acquirers include:

1. Sundeep Anand Jegath Rakshagan

2. JAM Hotels and Resorts Private Limited

3. Accord Distillers and Brewers Private Limited

4. Teyro Labs Private Limited

Details of which is given in the website link https:// www.coromandelengg.com/Inv SI OpenOffer.html.

Pursuant to Share Purchase Agreement ("SPA") dated 29th September, 2023, members forming part of the erstwhile Promoter/Promoter Group from of the Company (Murugappa Group), sold their entire shareholding in the Company (2,43,53,733 Shares forming 73.28% of the Paid-up share capital of the Company) to Accord Distillers & Brewers Private Limited, Teyro Labs Private Limited, Jam Hotels

and Resorts Private Limited and Mr. Sundeep Anand Jegath Rakshagan (collectively referred to as "Acquirers").Consequent to the Change in Management some of the Directors of the Company had resigned and Directors representing the Acquirers were appointed in the Company.

Pursuant to the Open Offer made under The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Acquirers purchased 16,613 shares from the public shareholders of the Company and the present shareholding of the Acquirers along with the share purchased pursuant to the SPA and open offer is 74.57% of Paid-up share capital of the Company.

Following the completion of the acquisition, there was a reclassification of the promoters of the company and the Company currently forms part of the Accord group. Overall, these changes signify a significant shift in the ownership and management landscape of the company, potentially bringing new perspectives and strategies to drive its growth and development in the future.

DIVIDEND AND GENERAL RESERVE

In view of the accumulated losses, no dividend is recommended for the financial year 2023-24. The Company has not transferred any amount to the general reserve.

SHARE CAPITAL

As on 31^st March 2024, the Company''s paid-up capital is Rs.3323.36 Lakhs.

The NCLT vide its order dated 9^th of May 2023, has approved the said extinguishment of the entire obligation of the Company with respect to the Preference Share Capital of Rs.2835.63 lakhs.

As per the Board resolution of the Company, the extinguishment will come into effect from the date of approval of NCLT which is 9^th May 2023.The terms of the order of NCLT in CP No. 42 (CHE) of 2022 dated May 9^th, 2023, have been fully complied with and duly certified by the Company Secretary and Compliance Officer.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered under Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not extended any loans, guarantees nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

With an insight to integrate risk management with the overall strategic and operational practices, the Board of Directors have established a robust review and monitoring process with the management to ensure that the risks pertaining to the business are identified, steps are taken to manage and mitigate the same and periodical updates are discussed. The Board of Directors ensure periodical discussion with the management team to enable proper risk oversight by the Board.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In addition to the Internal Controls on operations, the Board has laid down standards, processes and structures to implement Internal Financial Controls to ensure that the financial affairs of the Company are carried out with due diligence. The effectiveness of the Internal Financial Controls is ensured by management reviews, continuous monitoring and self-assessment and review of all financial transactions and operating systems by the internal auditors.

The internal audit plan is also aligned to the business objectives of the Company, which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of the Company''s internal control framework. Significant audit observations are followed-up and the actions taken are reported to the Audit Committee. The Company has also

in place, adequate Internal Financial Controls with reference to Financial Statements. The internal control system ensures compliance with all applicable laws and regulations and facilitates optimum utilisation of available resources and protects the interest of all stakeholders.

During the year, such controls were tested and no reportable material weaknesses or inefficacy or inadequacy in the design or operation were observed.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31^st March 2024, the Board of Directors of the Company comprises of 6 Directors out of which 3 Directors are independent.

During the year under review, there is significant changes in the composition of board of directors which is given in the Corporate governance report attached with the Annual report.

In pursuance of Section 152 of the Companies Act, 2013 and the rules framed there under, Mr.Nallusamy Elangovan DIN:03293596, NonExecutive Director of the Company is liable to retire by rotation, at the ensuing Annual General Meeting and being eligible offered himself for reappointment. The resolution seeking members approval for the re-appointment of Mr.Nallusamy Elangovan as a Director of the Company is included in the Notice convening the 76^th Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and they fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

The details of programme for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are uploaded on the website of the

Company at the link https://www.coromandelengg. com/PDF/2023-24/Policies/Familiarization_ Programme.pdf

The Board of Directors has carried out an annual evaluation of its own performance, working of its Committees and Individual Directors of the Company pursuant to the provisions of the Companies Act, 2013 read with the Rules framed thereunder and SEBI (LODR) Regulations. The performance was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

Pursuant to the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25 of the Listing Regulations, the Independent Directors of the Company had a separate meeting during the financial year without the attendance of Non-Independent Directors and members of management. At its meeting held on 28^th March 2024, the performance of the Non-Independent Directors, the Board as a whole was evaluated, taking into account the views of Directors.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Ravichandran Perumal, Chief Financial Officer and Ms. Akila M Company Secretary & Compliance Officer. However, Ms.M.Akila have resigned from the company with effect 31^st May 2024. The Board of directors of the company appointed Mr. Anto Abinash as the Company Secretary and Compliance Officer with effect from 01^st June 2024 in its meeting held on 24^th May 2024.

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended 31^st March 2024, 9 (Nine ) Board Meetings were held. Details of the meetings held and attendance of each Director are given in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and ability confirm as under:

(a) in the preparation of the annual Financial Statements, the applicable accounting standards have been followed and no material departures have been made from the same;

(b) the accounting policies as mentioned in Note No. 3 of the Financial Statements have been selected and applied 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 as at 31^stMarch, 2024 and of the loss of the company for that period

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the company have been prepared on a going concern basis;

(e) the internal financial controls to be followed by the company have been laid down and that such internal financial controls are adequate and operating effectively;

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDIT COMMITTEE

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the SEBI (LODR) Regulations. During the Financial year 2023-2024, the Audit Committee have been reconstituted with effect from 29th December 2023 due to change in control and changes in management of the company. Further, it has been reconstituted with effect from 28th March 2024 due to resignation of Ms.Jalaja.The Audit Committee comprises of two Independent Directors namely, Mr. Muthiah Nagalingam and Mr. Asir Raja Selvan M and one Non-Independent Director Mr. Nallusamy Elangovan as on 31^st March 2024. Mr. Muthiah Nagalingam is the Chairperson of the Committee.

During the year, Six meetings of the Audit Committee were held, the details of which are given in the Corporate Governance Report.

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has a process in place to periodically review and monitor Related Party Transactions. All Related Party Transactions entered during the financial year were placed before the Audit Committee for approval and were in the ordinary course of the business of the Company and were on arm''s length basis. There were no related party transactions that had conflict with the interest of the Company. During the year, none of the transactions with related parties came under the purview of Section 188(1) of the Act. Accordingly, the NIL disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is enclosed. The Policy on Related Party Transactions, as approved by the Board, is available on the Company''s website at https://www.coromandelengg.com/PDF/2023 -24/Policies/Policy_RelatedParty.pdf

VIGIL MECHANISM

In accordance with Section 177 of the Act and the Regulation 22 of SEBI (LODR) Regulations, the Company has formulated a Vigil Mechanism and has a whistle blower policy in place to address the genuine concerns or grievances, if any, of the directors and employees. The whistle blower policy is available on the website of the Company at https://www.coromandelengg.com/PDF/2023-24/ Policies/Policy_WhistleBlower_04Mar2024_new. pdf

NOMINATION AND REMUNERATION COMMITTEE

The Company has in place a Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the SEBI (LODR) Regulations. During the financial year 2023-2024, the committee have been

reconstituted with effect from 29th December 2023 due to change in control and changes in management of the company. Further it has been reconstituted with effect from 28th March 2024 due to resignation of Ms.Jalaja. The Nomination and Remuneration Committee as on 31^st March 2024 comprises of two Independent Directors namely, Mr. Muthiah Nagalingam and Mr. Asir Raja Selvan and one Non-Independent Director Mr. Nallusamy Elangovan as on 31^st March 2024 . Mr. Muthiah Nagalingam is the Chairperson of the Committee.

During the year, Four meeting of the Nomination and Remuneration Committee was held, the details of which are given in the Corporate Governance Report.

The Board has accepted the recommendations of the Nomination and Remuneration Committee and there were no incidences of deviation from such recommendations during the financial year under review.

REMUNERATION POLICY

The Board, based on the recommendations of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and other employees and their remuneration. This Policy is guided by the principles and objectives as enumerated in Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (LODR) Regulations, 2015, to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources , a clear relationship of remuneration to performance and a balance between rewarding short and longterm performance of the Company. The policy is uploaded on the website of the Company at the link https://www.coromandelengg.com/PDF/2023-24/Policies/Policy NRC 04Mar2024.pdf.

CORPORATE SOCIAL RESPONSIBILITY

In view of the losses incurred by the Company during the previous financial year, the requirement on spending or constitution of the Corporate Social Responsibility Committee under the Corporate Social Responsibility Policy as per Section 135 of the Companies Act, 2013 is not applicable to the Company.

AUDITSTATUTORY AUDIT

M/s.CNGSN & Associates LLP, Chartered

Accountants, (FR No. 004915S/S200036) Chennai were appointed as Statutory Auditors of the Company at the 74^th Annual General Meeting of the Company held on 3^rd August, 2022, to hold office for a term of 5 consecutive years until the conclusion of 79^th Annual General Meeting of the Company.

The Company has received confirmation from M/s. CNGSN & Associates LLP, Chartered Accountants that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of ICAI and they are not disqualified from continuing as Auditors of the Company.

The Independent Auditors'' Report(s) to the Members of the Company in respect of the Financial Statements for the Financial Year ended 31^st March 2024 form part of this Annual Report and contains qualification(s) in respect of the payment dues to the Statutory Authorities and Financial Institutions.

STATUTORY AUDITORS OPINION:

The statutory auditors have audited the financial results for the Financial Year ended 31^st March 2024 and expressed qualified opinion in their report

1. The Company has unpaid overdue amounts to financial institutions to the tune of Rs. 2,06,97,295 including interest.

In relation non-payment of financial obligations, the company has obtained a Letter of Support from its group company to meet its obligations in the normal course of its business and accordingly, the financial statements of the Company have been prepared on a going concern basis.

2. The company has received a Show Cause Notice from Regional Provident Fund Commissioner-I, Regional Office, Chennai-North, Chennai on 30/08/2023 on the basis of the findings of Compliance Audit Inspections in various years and the violation of conditions governing the grant of Exemption. The Regional Provident Fund

Commissioner directed the company for recoupment of losses by establishment amounting to Rs. 1,06,60,151.

MANAGEMENT REPLY:

â¢ The Company acknowledges the outstanding amounts owed to financial institutions, which include accrued interest. We regret the delays in making statutory payments, but we assure stakeholders that all dues have been settled subsequent to their due dates. We are committed to maintaining timely financial obligations in the future.

In response to the non-payment of financial obligations, the Company has secured a Letter of Support from its group company, demonstrating confidence in our ability to meet business obligations. This reaffirms the Company''s position as a going concern, and we remain focused on sustaining operations in line with our business objectives.

â¢ Regarding the Show Cause Notice from the Regional Provident Fund Commissioner, the Company is actively addressing the concerns raised. We are in communication with the authorities to rectify any identified discrepancies and ensure compliance with all regulatory requirements. Steps are being taken to reconcile the reported losses and fulfil the directives provided and to surrender the PF exemption granted to the trust,

DETAILS OF FRAUD:

There is no instances of Fraud reported by the Statutory Auditors during the Financial Year 20232024.

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records in respect of products of the Company covered under CETA categories and appoint a cost

auditor to conduct the cost audit of the cost records of the Company.

On account of resignation of Cost Auditor, N.V. Thanigaimani, the Board based on the recommendation of the Audit Committee, had appointed Mr. Anjaneyulu Reddy Deva Cost Accountant (Membership No. 31213) of D A R & Co., Cost Accountants as the Cost Auditor of the Company for the Financial Year 2023-24 on a remuneration of Rs. 50,000/-. Further, the Board, based on the recommendations of the Audit Committee, has re-appointed Mr. Anjaneyulu Reddy Deva to conduct the audit of the cost records of the Company for the Financial Year 2024 - 25. The remuneration payable to the cost auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking ratification for the remuneration payable to the Cost Auditor for the Financial Year 2023 -24 and 2024-25 is included in the Notice convening the 76^th Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Srinidhi Sridharan & Associates, Company Secretaries, Chennai to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report is enclosed. There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditors in their report.

The Board of directors of the company in its meeting held on 24^th May 2024 have appointed M/s. Vidhya & Associates, Company Secretaries as the Secretarial Auditors of the company for the Financial year 2024-2025.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) of the SEBI (LODR) Regulations, highlighting the business details, is attached and forms part of this report.

CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of the Securities and Exchange Board of India (LODR) Regulations, a report on Corporate Governance along with a Certificate from a Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance is attached to this report.

COMPLIANCE WITH THE PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a prevention of Sexual Harassment and Grievance Handling Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. During the year ended 31^st March, 2024, the Company has not received any complaints pertaining to Sexual Harassment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company''s core activity is civil construction which is not power intensive. Hence, the Company does not have any commercial activity that calls for conservation of energy and/ or technology absorption, attracting disclosure in pursuance of Rule 8(3) of the Companies (Accounts) Rules, 2014.

However the Company have implemented the following for the conservation of energy,

â¢ Installation of LED street lights & LED light fittings in the projects;

â¢ Recycle & Reuse during construction concept i.e. Use of Wastage rubbish or sand filled Cement bags for earth stability;

â¢ Usage of broken bricks for weathering course.

â¢ Use of Scrap steel in construction activities like drain cover, drain, and embedded supporting arrangements;

â¢ Use of Wastage Granite in anti-skid resistant area, car parking zones, seating arrangements, planters;

â¢ Use of Wastage Kota stones in planters, seating arrangements to reduce national wastage of materials;

â¢ Conserving natural resources by minimizing waste generation along with environmental emission;

During the year, the Company did not have any foreign exchange earnings and outgo.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

The Company does not have any Subsidiaries/ Associates/Joint Ventures.

ANNUAL RETURN

The details forming part of the annual return in the prescribed Form MGT-7 as per Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available at the website of Company:http://coromandelengg.com/ Inv_AnnualGeneralMeeting.html

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2).

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each Director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013 and information relating to employees to be disclosed under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed to and forms part of this report.

GENERAL

The Company has not issued equity shares with differential voting rights or sweat equity shares, there is no reportable event with respect to one time settlement with any Bank or Financial Institution and no corporate insolvency resolution process was initiated under the Insolvency and

Bankruptcy Code, 2016, either by or against the Company, before National Company Law Tribunal.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business during the financial year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

The Company have shifted its registered office from "Parry House, 5th Floor, 43, Moore Street, Chennai - 600001" to "Bascon Futura, New No. 10/2, Old No. 56L, Venkatanarayana Road, T. Nagar, Chennai - 600 017", i.e. within the local limits of Chennai city with effect from 15^th April 2024.

Except as mentioned above, there are no material changes or commitments affecting the financial position of the Company between the end of the Financial Year and the date of the report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Hon''ble National Company Law Tribunal, Chennai Bench, vide its Order dated 09^th May, 2023 approved the Scheme of Reduction of entire Unlisted issued, subscribed and paid up 7% Cumulative Non-Participating Redeemable Preference Shares of the Company.

Except for the above, the Company has not received any significant and material orders passed

by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

ACCREDITATION/ RECOGNITION

Your Company has been certified under ISO 9001:2015 for quality management system and ISO 45001:2018 for safety management system, in design and establishment of property development, construction of residential, commercial and industrial projects, supporting services like electrical, mechanical and plumbing works.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: NIL.

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

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Customers, Banks, the Government of India, the Government of Tamil Nadu, Stock Exchange and all other Stakeholders for their continued cooperation, support and assistance extended to the Company.

Mar 31, 2018

BOARD''S REPORT

Your Directors present herewith the 70th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2018.

The performance of the Company for the year is summarized below:

FINANCIAL RESULTS:

(Rs in Lakhs)

Particulars	2017-18	2016-17
Gross Income	3,337.72	3,204.43
Profit/(loss) before Interest and Depreciation	(367.94)	(33.97)
Finance charges	355.03	361.90
Gross Profit/(loss)	(722.97)	(395.87)
Depreciation and Amortisation expenses	368.00	389.55
Net Profit/(loss) before tax	(1,090.97)	(785.42)
Provision for tax	165.92	(17.57)
Net Profit/(loss) aftertax	(1,256.89)	(767.85)
Other Comprehensive lncome/(loss)	3.84	(2.54)
Total Comprehensive Income	(1,253.05)	(770.39)
Balance carried to Balance Sheet	(4,746.46)	(3,491.91)

OPERATIONS AND PERFORMANCE

For the year under review, Your Company achieved a gross income of Rs.3337.72 lakhs and incurred a loss before tax of Rs. 1090.97 lakhs, as against the gross income of Rs.3204.43 lakhs and loss before tax of Rs.785.42 lakhs, for the previous year.

Your Company''s operations during the year were impacted by reduced order book for major part of the year, due to the continued sluggish activity in construction sector. Intense Competition and pricing pressure affected the margin of the Company.

The Company was able to collect major portion of the over dues and the income tax refund, which helped in reducing the short term loans. Few of the projects carried over from previous year were completed by mid-year. Your Company was able to secure few orders during the fourth quarter of the year and now has an healthy order book.

The Company is continuing its efforts for securing fresh orders and speeding up execution on existing orders to achieve operational turnaround.

On the Property Development business, during the year, Your Company had acquired interest in a real estate project in Coimbatore to maintain the presence in property development market.

The depreciation for the year was at Rs.368.00 lakhs as compared to Rs. 389.55 lakhs for the previous year.

Due to lower volumes / revenue, the PBIT for the year was at negative Rs. 735.94 lakhs as compared to negative Rs.423.52 lakhs during the previous year. The finance cost for the year was almost flat at Rs. 355.03 lakhs as compared to Rs. 361.90 lakhs in the previous year.

During the year, Your Company utilised the existing Plant and Machinery and hence did not incur any major capital expenditure.

DIVIDEND

Taking into account overall financial performance of the Company and the accumulated losses, no dividend is considered for the financial year 2017-18.

The Company also has not transferred any amount to general reserve.

During the year, the unclaimed dividend amounting to Rs.43,804/- pertaining to dividend for the year ended 31" March, 2010 was transferred to the Investor Education & Protection Fund. The company has uploaded the details relating to unclaimed dividend on its website for the benefit of its shareholders. 18,838 Equity Shares on which dividend was not claimed for 7 years had also been transferred during the year to IEPF Authority as per statutory requirement.

SHARE CAPITAL

The paid up Equity share capital of the Company as on 31.03.2018 was Rs. 3323.36 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on 31 March, 2018, Mr. M.M. Venkatachalam, Chairman, was holding 4,51,610 equity shares of Rs. 10/-each and Mr. M.A.M. Arunachalam, Director, was holding 3,61,610 equity shares of Rs.lO/-each of the Company. The other Directors of the Company do not hold any shares in the Company.

The paid up Preference Share capital of the Company as on 31.03.2018 was Rs. 7,00,00,000/-.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS / GUARANTEES GIVEN / INVESTMENTS MADE

The Company has not extended any loans, guarantees nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

The Board of Directors have established a review and monitoring process with the management to ensure that the risks pertaining to the business are identified, steps are taken to manage and mitigate the same and periodical updates are discussed. The Board had constituted a Risk Management Committee, details of the same and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

The Company has adopted Ind AS with effect from 01st April 2017 pursuant to Companies (Indian Accounting Standards) Rules, 2015 notified by Ministry of Corporate Affairs on 16th February 2015. The Company has completed the modification of accounting and reporting systems to facilitate the adoption of Ind AS. The implementation of Ind AS is a significant process adopted from the current financial year and the Company has presented the impact of Ind AS transition in the notes to the Financial Statements.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In addition to the Internal Controls on Operations, the Board has laid emphasis on adequate internal financial controls to ensure that the financial affairs of the Company are carried out with due diligence. Apart from Internal Auditors, who review all the financial transactions and operating systems, the Company has also in place adequate Internal Financial Controls with reference to Financial Statements . During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DIRECTORS

At the 69th Annual General Meeting held on 26thJuly, 2017, Ms. G. Jalaja, Director, (DIN: 00149278) retired by rotation pursuant to Section 152(6) of the Companies Act, 2013 and Article 93 of the Articles of Association and was re-appointed as Director, liable to retire by rotation.

RE-APPOINTMENT OF RETIRING DIRECTOR

Based on the recommendation of Nomination & Remuneration Committee and approval of the Board, Mr. M.M. Venkatachalam, Director (DIN: 00152619) who retires by rotation pursuant to Section 152 (6) of the Companies Act, 2013 and

Article 93 of the Articles of Association at the forth coming Annual General Meeting and being eligible, offers himself for re- appointment.

APPOINTMENT OF KEY MANAGERIAL PERSONNEL

During the year, Mr. N. Velappan, was re-appointed by the Board as Manager of the Company and a Key Managerial Person from 01" May, 2017 to 30th April, 2018 under Section 203 of the Companies Act, 2013, which was approved by the members at the 69th Annual General Meeting of the Company held on 26thJuly, 2017. The Board has now extended the tenure of Mr. N. Velappan as Managerforthe period of 1 Year from 01" May, 2018 to 30th April 2019, for which the approval of members is being sought in the ensuing Annual General Meeting.

EVALUATION OF BOARD''S PERFORMANCE

As per the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

On their appointment, Independent Directors are familiarized about the Company''s business and operations. Interactions with senior executives are facilitated to gather insight specific to the Company''s operations. Detailed presentations are made available to apprise about Company''s history, current business plan and strategies. As part of the familiarization programme, a handbook is provided to all Directors, including Independent Directors, at the time of their appointment. The handbook provides a snapshot to the Directors of their duties and responsibilities, rights, process of appointment and evaluation, compensation, Board and Committee procedures and expectation of various stakeholders.

The details of familiarization programmes as above are also disclosed on the website of the Company at the link:http://www.coromandelengg.com/lnv_ policies.html.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (Act) stating that the Independent Directors of the Company met with the criteria of Independence laid down in Section 149 (6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, the Board on the recommendations of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and other employees and their remuneration. The details of the Remuneration Policy are stated in the Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended 31" March 2018, the Board had met Six ( 6 ) times, on 29thApril,2017, 25th July, 2017, 26th October, 2017, 08th January, 2018, 25th January, 2018 and 22nd March, 2018. The Audit committee met (4) times on 29th April, 2017, 25th July, 2017 , 26th October, 2017 and 25th January, 2018. The details of the said meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors'' make the following Statements in terms of Section 134(3)(c) of the Companies Act, 2013: that in the preparation of the annual financial statements for the year ended 31" March, 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any; that the Directors had selected such accounting policies as mentioned in Note No. 3 of the Financial

Statements 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 as at 31" March, 2018 and of the loss of the company for the year ended on that date; that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; that the annual accounts for the year ended 31" March, 2018 have been prepared on a ''going concern basis; that 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; that 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.

RELATED PARTY TRANSACTIONS

All transactions with Related Parties entered during the financial year were in the ordinary course of business and on an arm''s length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company other than sitting fees and reimbursement of expenses incurred, if any, for attending the Board meeting.

Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. The details of the Related Party Transactions are provided in the accompanying financial statements. There are no contracts or arrangements entered into with Related Parties during the year ended 31" March, 2018 to be reported under section 188(1) of the Companies Act, 2013. The policy on dealing with Related Parties as approved by the Board is uploaded and is available on the Company''s website at the following link: http://www.coromandelengg.com/ lnv_policies.html.

EXPLANATION AND COMMENTS

The reports of statutory auditors and that of the secretarial auditors are self explanatory and have no adverse comments.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes or commitments after the closure of the financial year.

COMPOSITION OF AUDIT COMMITTEE

Audit Committee constituted by the Board pursuant to Section 177 of the Companies Act, 2013, consists of the following members:

Mr. P. Nagarajan -Chairman

Mr. M.A.M. Arunachalam -Member

Mr. N.V. Ravi -Member

Mr. R. Surendran -Member

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.

VIGIL MECHANISM

The Company has devised a vigil mechanism in pursuance of the provisions of Sectionl77(10) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Company''s website.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the Board has constituted a Nomination and Remuneration Committee consisting of the following members:

Mr. N.V. Ravi-Chairman

Mr. M.M. Venkatachalam-Member

Mr. P. Nagarajan-Member

The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company had laid out and following the policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section 3 of Section 178 of the Companies Act, 2013.

Policy on Criteria for Board Nomination and Remuneration policy is available in the website of the Company http://www.coromandelengg.com/ lnv_policies.html.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of the Companies Act,2013.

The following is the composition of the Corporate Social Responsibility Committee.

Mr. R. Surendran -Chairman

Mr. M.A.M. Arunachalam -Member

Ms G. Jalaja -Member

SCOPE OF CSR POLICY

This policy will apply to all projects/ programmes undertaken as part of the Company''s Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, statutory requirements and sustainable and innovative practices. The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act, 2013 and the rules framed thereunder.

CSR POLICY IMPLEMENTATION

The Company shall undertake CSR project/ programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR Policy.

The CSR Policy of the Company is uploaded in the website of the Company, http://www. coromandelengg.com/lnv_policies.html.

REASON FOR NOT SPENDING ON CSR ACTIVITIES

Since the average of net profit earned by the Company in the preceding three financial years is negative, the Company was not required to spend on the CSR activities during the financial year 2017-18.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

AUDITORS

STATUTORY AUDITORS

The appointment of M/s. CNGSN & Associates, LLP, holding Firm Registration No.004915S, as Statutory Auditors of the Company, to hold office, from the conclusion of 69th Annual General Meeting until the conclusion of 74th Annual General Meeting, was approved by the members at the 69th Annual General Meeting subject to the ratification of the appointment by the members at every annual general meeting thereafter. M/s CNGSN & Associates, LLP have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for their re-appointment as Auditors of the Company. As required under Regulation 33 (l)(d) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board, based on the recommendation of Audit Committee, proposes the ratification of the appointment of M/s CNGSN & Associates, LLP to hold office until the conclusion of 71st Annual General meeting, by the members .

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Second Amendment Rules, 2017, Mr. N.V. Thanigaimani, Cost Accountant (Membership No.15557) was appointed as Cost Auditor of the Company for the financial year 2017-18. The remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking ratification for the remuneration payable to Mr. N.V. Thanigaimani is included at Item No .4 of the Notice convening the Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Ms. Srinidhi Sridharan & Associates, Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith. During the year under review, there has been no qualification, reservation or adverse remark or disclaimer in their report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, highlighting the business details, is attached and forms part of this report.

CORPORATE GOVERNANCE REPORT

All material information was circulated to the directors before their meeting or placed at their meeting, including minimum information required to be made available to the Board as prescribed under Part A of Schedule II of Sub- Regulation 7 of Regulation 17 of the Listing Regulations.

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance along with a Certificate from a Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of Sub-Regulation 34(3) of the Listing Regulations is attached to this report.

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

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the year 2017-18:

No. of complaints received - Nil

No. of complaints disposed off- Not Applicable

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company does not have any commercial activity that calls for conservation of energy and/ or technology absorption, attracting disclosure in pursuance of Rule 8(3) of the Companies (Accounts) Rules, 2014. During the year, the Company did not have any foreign exchange earnings and outgo.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual return in the prescribed form MGT-9 as per Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to and forms part of this Report.

PARTICULARS OF EMPLOYEES

LISTING OF SECURITIES IN STOCK EXCHANGES

The Company''s Equity Shares are presently listed on BSE Ltd.

ACCREDITATION/ RECOGNITION

Your Company has been certified under ISO 9001:2008 for quality management system and BS OHSAS 18001:2007 for safety management system, in design and establishment of property development, construction of residential, commercial and industrial projects, supporting services like electrical, mechanical and plumbing works.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamil Nadu.

	On behalf of the Board
Place: Chennai	M.M.VENKATACHALAM
Date: April 26, 2018	(DIN:00152619)
	Chairman

Mar 31, 2017

The Directors present herewith the 69^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2017.

The performance of the Company for the year is summarized below:

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars	2016-2017	2015-2016
Gross Income	3204.43	12399.26
Profit/(loss) before Interest and Depreciation	(37.15)	1205.66
Finance charges	317.16	700.87
Gross Profit/(loss)	(354.31)	504.79
Depreciation and Amortisation expenses	389.55	435.85
Net Profit/(loss) before tax	(743.86)	68.94
Provision for tax	(17.57)	28.57
Net Profit/(loss) after tax	(726.29)	40.37
Balance of Profit brought forward	(2653.22)	(2693.59)
Surplus carried to Balance Sheet	(3379.51)	(2653.22)

OPERATIONS AND PERFORMANCE

For the year under review, Your Company achieved a gross income of Rs.3204.43 lakhs and incurred a loss before tax of Rs.743.86 lakhs, as against the gross income of Rs.12399.26 lakhs and profit before tax of Rs.68.94 lakhs, for the previous year.

Your Companyâs operations during the year were impacted by reduced in flow of fresh orders due to the continued slowdown in Greenfield/ Brownfield investment in customer segments where the Company is present. There was stiff competition in market place for the limited orders available and due to very low prices offered by competitors, Your Company was able to secure major order only by the end of the year.

In addition, there was pressure on liquidity front resulting from delayed payments by customers, which in turn affected the pace of execution of the ongoing projects . In few of the projects where work has been completed, the customers delayed the payment due to their funds position and this in turn had affected the cash flow of the Company.

The Company is continuing its efforts for securing fresh orders and improve the collections from the market.

On the Property Development business, Your Company had completed the handing over of all the projects during the previous year and hence there was only marginal income of Rs.8 Lakhs during the year as against Rs. 6944 Lakhs in 2015-16 .

The depreciation for the year was at Rs.389.55 lakhs as compared to Rs.435.85 lakhs for the previous year.

Due to lower volumes / revenue, the PBIT for the year was at negative Rs.426.70 lakhs as compared to Rs.769.81 lakhs during the previous year. However, consequent to reduced average borrowings, the Company could bring down the finance cost from Rs.700.87 lakhs in the previous year to Rs.317.16 lakhs in the current year.

During the year, Your Company utilised the existing Plant and Machinery and hence did not incur any major capital expenditure.

DIVIDEND

Taking into account overall financial performance of the Company and the accumulated losses, no dividend is considered for the financial year 2016-17.

The Company also has not transferred any amount to general reserve.

During the year, the unclaimed dividend amounting to Rs.43,804/- pertaining to dividend for the year ended 31^st March, 2009 was transferred to the Investor Education & Protection Fund. The company has uploaded the details relating to unclaimed dividend on its website for the benefit of its shareholders.

SHARE CAPITAL

The paid up Equity share capital of the Company as on 31.03.2017 was Rs.3323.36 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on 31^st March, 2017, Mr. M.M. Venkatachalam, Chairman, was holding 4,51,610 equity shares of Rs.10/each and Mr. M.A.M. Arunachalam, Director, was holding 3,61,610 equity shares of Rs.10/- each of the Company. The other Directors of the Company do not hold any shares in the Company.

The paid up Preference Share capital of the Company as on 31.03.2017 was Rs.7,00,00,000/-. During the year, with the consent of Cumulative Redeemable Preference Shareholders(CRPS), the term of CRPS was extended by a further period of 3 years and the date of redemption set as 22^nd August, 2019. The dividend payable on CRPS was revised to 6% p.a. with effect from 22^nd August, 2016 from the existing 7% p.a. since 13^th November, 2014.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS / GUARANTEES GIVEN / INVESTMENTS MADE

The Company has not extended any loans, guarantees nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

DIRECTORS

At the 68^th Annual General Meeting held on 22^nd July, 2016, Mr. R. Surendran (DIN: 00010017) was appointed as an Independent Director with effect from 25^th January, 2016, for a period of 5 years upto the conclusion of the 73^rd Annual General Meeting to be held in the calendar year 2021 and he is not liable to retire by rotation. Mr. M.A.M. Arunachalam, (DIN: 00202958), Director, retired by rotation pursuant to Section 152(6) of the Companies Act, 2013 and Article 93 of the Articles of Association and was re-appointed as Director, liable to retire by rotation.

RE-APPOINTMENT OF RETIRING DIRECTOR

Based on the recommendation of Nomination & Remuneration Committee and approval of the Board, Ms. G. Jalaja, Director (DIN: 00149278) who retires by rotation pursuant to Section 152(6) of the Companies Act, 2013 and Article 93 of the Articles of Association at the forth coming Annual General Meeting and being eligible, offers herself for reappointment.

APPOINTMENT OF KEY MANAGERIAL PERSONNEL

During the year, Mr. N. Velappan, was re-appointed by the Board as Manager of the Company and a Key Managerial Person from 01^st May, 2016 to 30^th April, 2017 under Section 203 of the Companies Act, 2013, which was approved by the members at the 68^th Annual General Meeting of the Company held on 22^ndJuly, 2016. The Board has now extended the tenure of Mr. N. Velappan as Manager for the period of 1 Year from 01^st May, 2017 to 30^th April 2018, for which the approval of members is being sought in the ensuing Annual General Meeting.

Consequent to the resignation of Mr. K. Ramakrishnan as Chief Financial Officer, the Board had appointed Mr. R. Narayanan as the Chief Financial Officer of the Company with effect from 24^th October, 2016. He holds charge of this position, in addition to his position as Company Secretary and Compliance Officer of the Company.

EVALUATION OF BOARDâS PERFORMANCE

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

On their appointment, Independent Directors are familiarized about the Companyâs business and operations. Interactions with senior executives are facilitated to gather insight specific to the Companyâs operations. Detailed presentations are made available to apprise about Companyâs history, current business plan and strategies. As part of the familiarization programme, a handbook is provided to all Directors, including Independent Directors, at the time of their appointment. The handbook provides a snapshot to the Directors of their duties and responsibilities, rights, process of appointment and evaluation, compensation, Board and Committee procedures and expectation of various stakeholders.

The details of familiarization programmes as above are also disclosed on the website of the Company at the link: http: //www.coromandelengg.com/Inv_ policies.html.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (Act) stating that the Independent Directors of the Company met with the criteria of Independence laid down in Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

REMUNERATION POLICY

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended 31^st March 2017, the Board had met five (5) times, on 25^th April, 2016, 22^nd July, 2016, 24^th October, 2016, 27^th January, 2017 and 21^st March, 2017. The Audit Committee had also met on the same dates except on 21^st March, 2017. The details of the said meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013.

DIRECTORâS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directorsâ make the following Statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the annual financial statements for the year ended 31^st March, 2017, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(b) that the Directors had selected such accounting policies as mentioned in Note No. 25 of the Financial Statements 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 as at 31^st March, 2017 and of the loss of the company for the year ended on that date;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts for the year ended 31^st March, 2017 have been prepared on a âgoing concernâ basis;

(e) that 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.

(f) that 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.

RELATED PARTY TRANSACTIONS

All transactions with Related Parties entered during the financial year were in the ordinary course of business and on an armâs length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company other than sitting fees and reimbursement of expenses incurred, if any, for attending the Board meeting.

Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. The details of the Related Party Transactions are provided in the accompanying financial statements. There are no contracts or arrangements entered into with Related Parties during the year ended 31^st March, 2017 to be reported under section 188(1) of the Companies Act, 2013. The policy on dealing with Related Parties as approved by the Board is uploaded and is available on the Companyâs website at the following link: http://www.coromandelengg.com/ Inv_policies.html

EXPLANATION AND COMMENTS

The reports of statutory auditors and that of the secretarial auditors are self explanatory and have no adverse comments.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes or commitments after the closure of the financial year.

COMPOSITION OF AUDIT COMMITTEE

Audit Committee constituted by the Board pursuant to Section 177 of the Companies Act, 2013, consists of the following members:

1. Mr. P. Nagarajan - Chairman

2. Mr. M.A.M. Arunachalam - Member

3. Mr. N.V. Ravi - Member

4. Mr. R. Surendran - Member

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.

VIGIL MECHANISM

The Company has devised a vigil mechanism in pursuance of the provisions of Section 177(10) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Companyâs website.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the Board has constituted a Nomination and Remuneration Committee consisting of the following members:

1. Mr. N.V. Ravi-Chairman

2. Mr. M.M. Venkatachalam-Member

3. Mr. P. Nagarajan-Member

The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company had laid out and following the policy on directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section 3 of Section 178 of the Companies Act, 2013.

Policy on Criteria for Board Nomination and Remuneration policy is available in the website of the Company http://www.coromandelengg.com/ Inv_policies.html.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of the Companies Act, 2013.

The following is the composition of the Corporate Social Responsibility Committee.

a) Mr. R. Surendran - Chairman

b) Mr. M.A.M. Arunachalam - Member

c) Ms G. Jalaja - Member

SCOPE OF CSR POLICY

This policy will apply to all projects/ programmes undertaken as part of the Companyâs Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, Statutory requirements and sustainable and innovative practices. The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act, 2013 and the rules framed thereunder.

CSR POLICY IMPLEMENTATION

The Company shall undertake CSR project/ programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR Policy.

The CSR Policy of the Company is uploaded in the website of the Company, http://www. coromandelengg.com/Inv_policies.html.

REASON FOR NOT SPENDING ON CSR ACTIVITIES

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

AUDITORS STATUTORY AUDITORS

The appointment of M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai bearing Firm Registration No. 004207S as Statutory Auditors of the Company to hold office from the conclusion of 68^th Annual General Meeting until the conclusion of 69^th Annual General Meeting, was ratified by the members at 68^th Annual General Meeting of the Company. Due to the requirement of mandatory rotation of Auditors under Companies Act, 2013, M/s Sundaram and Srinivasan, will vacate their office at the conclusion of 69^th Annual General Meeting of the Company. The Board of Directors, based on the recommendation of Audit Committee, proposes the appointment of M/s. CNGSN & Associates, LLP, holding Firm Registration No. 004915S, as Statutory Auditors of the Company, to hold office, from the conclusion of 69^th Annual General Meeting until the conclusion of 74^thAnnual General Meeting, subject to approval of the appointment by the members at the 69^th Annual General Meeting and ratification of the appointment by the members at every annual general meeting thereafter. M/s CNGSN & Associates, LLP have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for their appointment as Auditors of the Company. As required under Regulation 33 (1)(d) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Mr. N.V. Thanigaimani, Cost Accountant (Membership No.15557) was appointed as Cost Auditor of the Company for the financial year 2016-17. The remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking ratification for the remuneration payable to Mr. N.V. Thanigaimani is included at Item No 4 of the Notice convening the Annual General Meeting.

INTERNAL AUDITORS

The Company has appointed M/s RGN Price & Co., Chartered Accountants, Chennai, as internal Auditors of the Company for the financial year 2017-18.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. R. Sridharan of Messrs. R Sridharan and Associates, Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith. During the year under review, there has been no qualification, reservation or adverse remark or disclaimer in their report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, highlighting the business details, is attached and forms part of this report.

CORPORATE GOVERNANCE REPORT

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

The following is the summary of sexual harassment complaints received and disposed off during the year 2016-17 :

No. of complaints received - Nil

No. of complaints disposed off - Not Applicable

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company does not have any commercial activity that calls for conservation of energy and/ or technology absorption, attracting disclosure in pursuance of Rule 8(3) of the Companies(Accounts) Rules, 2014. During the year, the Company did not have any foreign exchange earnings and outgo.

SHIFTING OF REGISTERED OFFICE:

The Company has shifted its Registered Office from 3^rd Floor, Parry House, Moore Street, Chennai - 600001 to 5^th Floor, Parry House, Moore Street, Chennai -600001 effective from 1^st September, 2016.

EXTRACT OF ANNUAL RETURN

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each Director to the median of employeesâ remuneration as per Section 197(12) of the Companies Act, 2013 and information relating to employees to be disclosed under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is annexed to and forms part of this report.

LISTING OF SECURITIES IN STOCK EXCHANGES

The Companyâs Equity Shares are presently listed on BSE Ltd.

ACCREDITATION/ RECOGNITION

ACKNOWLEDGEMENT

On behalf of the Board

Place: Chennai M.M.VENKATACHALAM

Date: April 29, 2017 (DIN:00152619)

Chairman

Mar 31, 2016

The Directors present herewith the 68th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2016.

The performance of the Company for the year is summarized below:

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars	2015-2016	2014-2015
Gross Income	12399.26	23129.08
Profit before Interest and Depreciation	1224.75	2212.22
Finance charges	719.96	1669.37
Gross Profit	504.79	542.85
Depreciation and Amortization expenses	435.85	488.90
Net Profit before tax	68.94	53.95
Provision for tax	28.57	(58.46)
Net Profit after tax	40.37	112.41
Balance of Profit brought forward	(2693.59)	(2764.33)
Surplus carried to Balance Sheet	(2653.22)	(2693.59)*

* - after adjustment of Rs.41.67 Lakhs due to change in revised useful life of fixed assets.

OPERATIONS AND PERFORMANCE

For the year under review, Your Company achieved a gross income of Rs.12399.26 lakhs and profit before tax of Rs.68.94 lakhs, as against the gross income of Rs.23129.08 lakhs and profit before tax of Rs.53.95 lakhs , for the previous year.

Your Company''s operations during the year were impacted by reduced in flow of fresh orders due to the continued slowdown in Greenfield/Brownfield investment in customer segments where the Company is present. There was stiff competition in market place for the limited orders available and due to very low prices offered by competitors, Your Company was not able to secure any major order during the year.

The company will however continue its efforts for securing fresh orders and also improve the collections from the market.

On the Property Development business, Your Company had completed the handing over of all the projects during the year. The turnover from property development business was at Rs.6944 lakhs for the year as against Rs.11448 lakhs in the previous year.

The depreciation for the year was at Rs.435.85 lakhs as compared to Rs.488.90 lakhs for the previous year. Due to lower volumes, the PBIT for the year was at Rs.788.9 lakhs as compared to Rs.1723.32 lakhs during the previous year. However consequent to reduced borrowings, the Company could bring down the finance cost from Rs.1669.37 Lakhs in the previous year to Rs.719.96 lakhs in the current year.

During the year, Your Company restricted the capital expenditure by utilizing the existing Plant and Machinery. The Company reviewed the requirement of the available plant and machinery based on the completion of certain projects and took efforts to dispose off specific surplus and used assets.

DIVIDEND

Taking into account overall financial performance of the Company and the accumulated losses , no dividend is considered for the financial year 2015-16. The Company has not transferred any amount to general reserve.

During the year, the unclaimed dividend amounting to Rs.1,51,998/- pertaining to dividend for the year ended 31st March, 2008 was transferred to the Investor Education & Protection Fund. The company has uploaded the details relating to unclaimed dividend on its website for the benefit of its shareholders.

SHARE CAPITAL

The paid up Equity share capital of the Company as on 31.03.2016 was Rs.3323.36 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on 31st March, 2016, Mr. M.M. Venkatachalam, Chairman, was holding 4,51,610 equity shares of Rs.10/- each and Mr. M.A.M Arunachalam, Director, was holding 3,61,610 equity shares of Rs.10/- each of the Company. The other Directors of the Company do not hold any shares in the Company.

The paid up Preference Share capital of the Company as on 31.03.2016 was Rs.7,00,00,000/-.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS / GUARANTEES GIVEN / INVESTMENTS MADE

The Company has not extended any loans, guarantees nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In addition to the Internal Controls on Operations, the Board has laid emphasis on adequate internal financial controls to ensure that the financial affairs of the Company are carried out with due diligence. Apart from Internal Audit function which scrutinizes all the financial transactions, the Company has also in placed adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DIRECTORS

At the 67th Annual General Meeting held on 24th July, 2015, Mr. P. Nagarajan (DIN: 00110344) was appointed as an Independent Director for a period of 5 years with effect from 24th July, 2015 for a term upto the conclusion of the 72^nd Annual General Meeting to be held in the calendar year 2020 and not liable to retire by rotation. Mr. M.M. Venkatachalam, (DIN: 00152619), Chairman retired by rotation pursuant to Section 152(6) of the Companies Act, 2013 and Article 93 of the Articles of Association and was appointed as Director, liable to retire by rotation. Ms. G. Jalaja (DIN: 00149278), who was appointed as an Additional Director of the Company on 20^th March, 2015, was appointed as Director, liable to retire by rotation.

REAPPOINTMENT OF RETIRING DIRECTOR

Based on the recommendation of Nomination & Remuneration Committee and approval of the Board, Mr. M.A.M. Arunachalam, Director (DIN: 00202958) who retires by rotation pursuant to Section 152(6) of the Companies Act, 2013 and Article 93 of the Articles of Association at the forth coming Annual General Meeting and being eligible, offers himself for re- appointment.

APPOINTMENT OF DIRECTORS

During the year, Mr. R. Surendran (DIN: 00010017) was appointed as Additional Director (Independent) of the Company on 25^th January, 2016. On the recommendation of the Nomination & Remuneration Committee and with the approval of the Board, Mr. R. Surendran is proposed to be appointed as an Independent Director for a period of 5 years with effect from 25^th January, 2016 and necessary resolution seeking the approval of the members for his appointment is included in the Notice convening the Annual General Meeting. He is not liable to retire by rotation.

RESIGNATION OF DIRECTORS

During the year, Mr. S. S. Rajsekar, Independent Director (DIN: 00125641) had resigned from the Board of Directors and the same was accepted by the Board with effect from the close of business hours on 28^th October, 2015.

Your Directors place on record their grateful appreciation of the valuable services rendered and contributions made by Mr. S.S. Rajsekar, during his tenure of office as Director of the Company.

APPOINTMENT OF KEY MANAGERIAL PERSONNEL

During the year, Mr. N. Velappan, was appointed by the Board as Manager of the Company and a Key Managerial Person from 01^st May ,2015 to 30^th April, 2016 under Section 203 of the Companies Act, 2013, which was approved by the members at the 67th Annual General Meeting of the Company held on 24^th July, 2015. The Board has now extended the tenure of Mr. N. Velappan as Manager for the period from 01^st May, 2016 to 30^th April 2017, for which the approval of members is being sought in the ensuing Annual General Meeting.

EVALUATION OF BOARD''S PERFORMANCE

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

On their appointment, Independent Directors are familiarized about the Company''s business and operations. Interactions with senior executives are facilitated to gather insight specific to the Company''s operations. Detailed presentations are made available to apprise about Company''s history, current business plan and strategies. As part of the familiarization programme, a handbook is provided to all Directors including Independent Directors at the time of their appointment. The handbook provides a snapshot to the Directors of their duties and responsibilities, rights, process of appointment and evaluation, compensation, Board and Committee procedures and expectation of various stakeholders.

The details of familiarization programmes as above are also disclosed on the website of the Company at the link: http://www.coromandelengg.com/Inv_ policies.html.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (Act) stating that the Independent Directors of the Company met with the criteria of Independence laid down in Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

REMUNERATION POLICY

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended 31^st March 2016, the Board had met five (5) times on 28^th April, 2015, 24^th July, 2015, 28^th October, 2015, 25^th January, 2016 and 22^nd March, 2016. Except on 22^nd March, 2016, the Audit Committee had also met on the same dates. The details of the said meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT

(a) that in the preparation of the annual financial statements for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the directors had selected such accounting policies as mentioned in Note No. 26 of the Financial Statements 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 as at 31st March, 2016 and of the profit of the company for the year ended on that date;

(d) that the annual accounts for the year ended 31st March, 2016 have been prepared on a ''going concern'' basis;

(e) that 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.

(f) that 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.

RELATED PARTY TRANSACTIONS

All transactions with Related Parties entered during the financial year were in the ordinary course of business and on an arm''s length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company other than sitting fees and reimbursement of expenses incurred, if any, for attending the Board meeting.

The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for the review and approval of the Committee. Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. The details of the Related Party Transactions are provided in the accompanying financial statements. There are no contracts or arrangements entered into with Related Parties during the year ended 31st March, 2016 to be reported under section 188(1) of the Companies Act, 2013. The policy on dealing with Related Parties as approved by the Board is uploaded and is available on the Company''s website at the following link: http://www.coromandelengg. com/Inv_policies.html.

EXPLANATION AND COMMENTS

The reports of statutory auditors and that of the secretarial auditors are self explanatory and have no adverse comments.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes or commitments after the closure of the financial year.

COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013, the Audit Committee was reconstituted by the Board of Directors and consists of the following members:

1.	Mr. P. Nagarajan	- Chairman
2.	Mr. M.A.M. Arunachalam	- Member
3.	Mr. N.V. Ravi	- Member
4.	Mr.R. Surendran	- Member

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.

VIGIL MECHANISM

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the Board has constituted a Nomination and Remuneration Committee consisting of the following members:

1.	Mr. N.V. Ravi	- Chairman
2.	Mr. M.M. Venkatachalam	- Member
3.	Mr. P. Nagarajan	- Member

The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act,2013. The Company had laid out and following the policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section 3 of Section 178 of the Companies Act, 2013.

Policy on Criteria for Board Nomination and Remuneration policy is available in the website of the Company http://www.coromandelengg.com/ Inv_policies.html.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of the Companies Act, 2013.

The following is the composition of the Corporate Social Responsibility Committee.

a)	Mr. R. Surendran	- Chairman
b)	Mr. M.A.M Arunachalam	- Member
c)	Ms G. Jalaja	- Member

SCOPE OF CSR POLICY

This policy will apply to all projects/programmes undertaken as part the Company''s Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, statutory requirements and sustainable and innovative practices. The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act, 2013 and the rules framed there under.

CSR POLICY IMPLEMENTATION

The Company shall undertake CSR project/ programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR Policy.

The CSR Policy of the Company is uploaded in the website of the Company, http://www. coromandelengg.com/Inv_policies.html.

REASON FOR NOT SPENDING ON CSR ACTIVITIES

Since the Company had incurred losses in 2 of the 3 preceding financial years, the Company had decided not to spend on the CSR activities during the financial year 2015-16.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

The company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI), on 2^nd September, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from 1^st December, 2015 and accordingly all listed entities were required to enter into the listing agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited on 14th December,2015.

AUDITORS STATUTORY AUDITORS

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai bearing Firm Registration No. 004207S were appointed as Statutory Auditors of the Company to hold office from the conclusion of 66th Annual General Meeting until the conclusion of 68th Annual General Meeting, subject to ratification of the appointment by the members at every Annual General Meeting held after 66th Annual General Meeting of the Company. The Board of Directors, based on the recommendation of Audit Committee, proposes the appointment of M/s Sundaram & Srinivasan as Statutory Auditors of the Company, to hold office, from the conclusion of 68^th Annual General Meeting until the conclusion of 69^th Annual General Meeting, subject to approval of the appointment by the members at the 68^th Annual General Meeting. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for their re-appointment as Auditors of the Company. As required under Regulation 33 (1)(d) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Mr. N.V. Thanigaimani, Cost Accountant (Membership No.15557) was appointed as Cost Auditor of the Company for the financial year 2015-16. The remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking ratification for the remuneration payable to Mr. N.V. Thanigaimani is included at item No 5 of the Notice convening the Annual General Meeting.

INTERNAL AUDITORS

The Company has appointed M/s RGN Price & Co, Chartered Accountants, Chennai, as internal Auditors of the Company for the financial year 2016-17.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act,2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. R. Sridharan of Messrs. R Sridharan and Associates, Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith. During the year under review, there has been no qualification, reservation or adverse remark or disclaimer in their report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, highlighting the business details, is attached and forms part of this report.

CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) regulations, 2015, a report on Corporate Governance along with a Certificate from a Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of Sub- Regulation 34(3) of the Listing Regulations is attached to this report.

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

The following is the summary of sexual harassment complaints received and disposed off during the year 2015-16.

No. of complaints received - Nil

No. of complaints disposed off - Not Applicable

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT ( R&D) & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company does not have any commercial activity that calls for conservation of energy and/ or technology absorption, attracting disclosure in pursuance of Rule 8(3) of the Companies (Account) Rules, 2014. During the year, the Company did not have any foreign exchange earnings and the outgo was Rs. 0.14 Lakhs on revenue account.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual return in the prescribed form MGT.9 as per Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to and forms part of this Report.

PARTICULARS OF EMPLOYEES

LISTING OF SECURITIES IN STOCK EXCHANGES

The Company''s Equity Shares are presently listed on BSE Ltd.

ACCREDITATION/ RECOGNITION

ACKNOWLEDGEMENT

On behalf of the Board

Place: Chennai M.M. VENKATACHALAM

Date: April 25, 2016 (DIN: 00152619)

Chairman

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 67th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

The performance highlights of the Company for the year are summarized below:

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 2014-2015 2013-2014

Gross Income 23129.08 20033.93

Profit before interest and depreciation 2212.22 266.22

Finance charges 1669.37 1286.39

Gross Profit 542.85 (1020.17)

Depreciation and Amortisation expenses 488.90 223.31

Net Profit before tax 53.95 (1243.48)

Provision for tax (58.46) (355.31)

Net Profit after tax 112.41 (888.17)

Balance of Profit brought forward (2764.33) (1876.16)

Surplus carried to Balance Sheet (2693.59)* (2764.33)

* - after adjustment of Rs.41.67 Lakhs due to change in revised useful life of fixed assets.

OPERATIONS AND PERFORMANCE

For the year under review, Your Company achieved a gross income of Rs. 23129.08 lakhs and profit before tax of Rs. 53.95 lakhs, as against the gross income of Rs.20033.93 lakhs and loss of Rs.1243.48 lakhs before tax, for the previous year.

Your Company's operations were impacted during the year due to a general slow down in investment/ expansions in the industry segments where the Company is present. There were also issues like delayed payments by certain customers, which affected the cash flow and hence, the speed of execution by the Company. The Company continued its initiative on process improvements to increase productivity and project margins.

Your Company participated in several tenders during the year in industrial, commercial and residential segments across select geographies. Your company quoted for tenders worth Rs. 122019 lakhs during the year and bagged orders to the tune of Rs. 4074 lakhs, in the industrial and commercial construction segment.

On the Property Development business, Your Company focused on completion and sale of the existing projects. Your Company has completed the execution of all the projects on hand and also the sale of apartments in the major project at Coimbatore during the last quarter. Your Company also undertook certain property development projects and related services in Chennai, revenue from which were received in the last quarter. The turnover from property development business was at Rs.11448 lakhs for the year as against Rs. 2975 lakhs in the previous year.

The depreciation for the year increased to ' 488.90 lakhs as compared toRs.223.31 lakhs for the previous year, on adoption of the revised useful life of assets as per Schedule II of the Companies Act, 2013. In line with transitional provisions, where the remaining revised useful life was 'Nil' for assets held as on 01st April 2014, an amount of Rs. 41.67 Lakhs has been recognised in the opening balance of retained earnings (net of deferred tax of Rs. 18.66 lakhs).

Thanks to the improvement in revenue and various other measures taken by the Company, the PBIT of the Company during the year has improved to Rs. 1723.32 lakhs as compared to Rs. 42.91 lakhs during the previous year. The finance cost for the year was at Rs. 1669.37 lakhs as compared to Rs.1286.39 lakhs for the previous year. The increase in finance cost was due to higher borrowings during most part of the year. During the last quarter, the Company realised significant cash flows through sale of apartments, refund of deposits and overdue collections. This helped the Company in reducing the long term borrowings.

During the year, Your Company had focused on utilization of existing plant and machinery and the capital expenditure during the year was restricted to Rs. 58.78 lakhs. The Company reviewed the requirement of existing plant and machinery based on the completion of certain projects and took efforts to dispose off surplus and used assets.

DIVIDEND

Taking into account overall financial performances of the Company, your Directors have not recommended any dividend for the financial year 2014-2015. The Company has not transferred any amount to general reserve.

During the year, the unclaimed dividend amounting to Rs.61,423/- pertaining to dividend for the year ended 31st March, 2007 was transferred to the Investor Education & Protection Fund. The company has uploaded the details relating to unclaimed dividend on its website for the benefit of its shareholders.

SHARE CAPITAL

The paid up Equity share capital of the Company as on 31.03.2015 was Rs.332,335,980/-. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on 31st March, 2015, Mr. M M Venkatachalam, Chairman, holds 4,51,610 equity shares and Mr. M A M Arunachalam, Director, holds 3,61,610 equity shares of the Company.

The paid up Preference Share capital of the Company as on 31.03.2015 was '7,00,00,000/-.

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS/GUARANTEES/ INVESTMENTS

The Company has not extended any loans, guarantees nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

The Board of Directors have established a review and monitoring process with the management to ensure that the risks pertaining to the business are identified, steps are taken to manage and mitigate the same and periodical updates are discussed. Pursuant to Clause 49 of the Listing Agreement, the Board had constituted a Risk Management Committee during the year. The details of the said Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In addition to the Internal Controls on Operations, the Board has laid emphasis on adequate internal financial controls to ensure that the financial affairs of the Company are carried out with due diligence. Apart from Internal Audit function which scrutinizes all the financial transactions, there are also processes laid down, leading to CFO/CEO certification to Board on the adequacy of Internal Financial Controls.

DIRECTORS

At the 66th Annual General Meeting held on 30th July, 2014, Mr. J Srinivasan (DIN:00063660) was appointed as an Independent Director for a period of 1 year with effect from 30th July, 2014. Mr. S.S.Rajsekar (DIN:00125641), Mr. V. Venkiteswaran (DIN:00062246) and Mr. N V Ravi (DIN : 00277255) were appointed as Independent Directors for a period of 5 years with effect from 30th July, 2014 for a term upto the conclusion of the 71st Annual General Meeting to be held in the calendar year 2019. They are not liable to retire by rotation.

REAPPOINTMENT OF RETIRING DIRECTORS

Mr. M M Venkatachalam, Chairman (DIN:00152619) retires by rotation pursuant to Section 152(6) of the Companies Act, 2013 and Article 93 of the Articles of Association at the forth coming Annual General Meeting and being eligible, offers himself for re-appointment.

APPOINTMENT OF DIRECTORS

During the year, Mr. P. Nagarajan (DIN: 00110344) and Ms. G. Jalaja (DIN: 00149278) were appointed as Additional Directors of the Company on 30.07.2014 and 20.03.2015 respectively.

RESIGNATION OF DIRECTORS

During the year, Mr. J Srinivasan, Independent Director (DIN: 00063660) had resigned from the Board of Directors and the same was accepted by the Board with effect from the close of business hours on 31st October, 2014. Mr. V Venkiteswaran, Independent Director (DIN: 00062246) had resigned from the Board of Directors and the same was accepted by the Board with effect from the close of business hours on 11th March, 2015.

Your Directors place on record their grateful appreciation of the valuable services rendered and contributions made by Mr. J. Srinivasan and Mr. V. Venkiteswaran, during their tenure of office as Directors of the Company.

APPOINTMENT OF KEY MANAGERIAL PERSONNEL

During the year, Mr. A. Suryanarayan was appointed by the Board as Manager of the Company and a Key Managerial Person under Section 203 of the Companies Act, 2013, which was approved by the members at the 66th Annual General Meeting of the Company held on 30th July, 2014.

Mr. K Ramakrishnan was appointed as the Chief Financial Officer of the Company and a Key Managerial Person with effect from 1st August, 2014.

RESIGNATION OF KEY MANAGERIAL PERSONNEL

Mr. A Suryanarayan, Manager had resigned from the services of the Company with effect from the close of business hours on 30th November, 2014.

The Board based on the recommendations of the Nomination & Remuneration Committee has appointed Mr. N. Velappan as Manager of the Company and a Key Managerial Person under Section 203 of the Companies Act, 2013 with effect from 01st May 2015, which is subject to the approval of the members at the ensuing Annual general Meeting for the remuneration to be paid.

EVALUATION OF BOARD'S PERFORMANCE

As per the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, the Board on the recommendations of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and other employees and their remuneration. The details of the Remuneration Policy are stated in the Corporate Governance Report.

NUMBER OF THE MEETINGS OF THE BOARD

The Board had met five (5) times during the financial year ended 31st March 2015, on 29th April 2014, 30th July 2014, 31st October 2014, 29th January 2015 and 6th March 2015. Except on 6th March, 2015, the Audit Committee had also met on the same dates. The details of the said meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors' make the following Statements in terms of Section 134 (3) (c) of the Companies Act, 2013:

(a) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the directors had selected such accounting policies as mentioned in Note No. 27 of the Financial Statements 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 as at 31st March, 2015 and of the profit of the company for the year ended on that date;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts for the year ended 31st March, 2015 have been prepared on a 'going concern' basis;

(e) that 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.

(f) that 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.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (Act) stating that the Independent Directors of the Company met with the criteria of Independence laid down in Section 149(6) of the Act.

RELATED PARTY TRANSACTIONS

All transactions with Related Parties entered during the financial year were in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company other than reimbursement of expenses incurred, if any, for attending the Board meeting.

The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for the review and approval of the Committee. Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. The details of the Related Party Transactions are provided in the accompanying financial statements. There are no contracts or arrangements entered into with Related Parties during the year ended 31st March 2015 to be reported under section 188(1). The policy on dealing with Related Parties as approved by the Board is uploaded and is available on the Company's website at the following link: http://www.coromandelengg.com/Inv_policies.html.

EXPLANATION AND COMMENTS

The reports of statutory auditors and that of the secretarial auditors are self explanatory and have no adverse comments.

MATERIAL CHANGE

There is no material change or commitments after the closure of the financial year.

COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013, the Audit Committee was reconstituted by the Board of Directors and consists of the following members:

1. Mr. P Nagarajan - Chairman

2. Mr. M A M Arunachalam - Member

3. Mr. S S Rajsekar - Member

4. Mr. N V Ravi - Member

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.

VIGIL MECHANISM

The Company has devised a vigil mechanism in pursuance of provisions of Section 177(10) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Company's website.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the Board has constituted a Nomination and Remuneration Committee consisting of the following members:

1. Mr. N V Ravi - Chairman

2. Mr. M M Venkatachalam - Member

3. Mr. P. Nagarajan - Member

The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company had laid out and following the policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section 3 of Section 178 of the Companies Act, 2013.

Policy on Criteria for Board Nomination and Remuneration policy is available in the website of the Company http://www.coromandelengg.com/ Inv_policies.html.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of the Companies Act, 2013.

The following is the composition of the Corporate Social Responsibility Committee.

a) Mr. S.S. Rajsekar - Chairman

b) Mr. M.A.M Arunachalam - Member

c) Ms G. Jalaja - Member

SCOPE OF CSR POLICY

This policy will apply to all projects/programmes undertaken as part the Company's Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, international standards and sustainable and innovative practices. The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act 2013 and the rules framed there under.

CSR POLICY IMPLEMENTATION

The Company shall undertake CSR project/ programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR Policy.

The CSR Policy of the Company is uploaded in the website of the Company, http://www. coromandelengg.com/Inv_policies.html.

REASON FOR NOT SPENDING ON CSR ACTIVITIES

Since the Company had incurred losses in the preceding financial years, the Company had decided not to spend on the CSR activities.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

The company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

AUDITORS

STATUTORY AUDITORS

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai bearing Firm Registration No. 004207S were appointed as Statutory Auditors of the Company to hold office from the conclusion of 66th Annual General Meeting until the conclusion of 68th Annual General Meeting subject to ratification of the appointment by the members at every Annual General Meeting held after 66th Annual General Meeting of the Company. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for their re- appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Mr. N V Thanigaimani, Cost Accountant (Membership No.15557) was appointed as Cost Auditor of the Company for the financial year 2014-15. The remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking ratification for the remuneration payable to Mr. N V Thanigaimani is included at item No 6 of the Notice convening the Annual General Meeting.

INTERNAL AUDITORS

The Company has appointed M/s RGN Price & Co, Chartered Accountants, Chennai as internal Auditors of the Company for the financial year 2015-16.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.R.Sridharan of Messrs. R Sridharan and Associates, Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, highlighting the business details, is attached and forms part of this report.

CORPORATE GOVERNANCE REPORT

A report on corporate governance, giving the status of implementation of mandatory and non-mandatory norms, as per clause 49 of the listing agreement is attached and forms part of the Directors' Report.

The Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement.

A Certificate from the Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

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 2014-15.

No. of complaints received - Nil

No. of complaints disposed off - Not Applicable

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company does not have any commercial activity that calls for conservation of energy and/ or technology absorption, attracting disclosure in pursuance of Rule 8(3) of the Companies (Account) Rules, 2014. During the year, the Company did not have any foreign exchange earnings or outgo.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the annual return in the prescribed form MGT.9 as per Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to and forms part of this Report.

PARTICULARS OF EMPLOYEES

The information relating to employees to be disclosed under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is annexed to and forms part of this report.

LISTING OF SECURITIES IN STOCK EXCHANGES

In terms of the Board Resolution dated 29th January, 2015, the Company had made an application to Madras Stock Exchange Ltd. (MSE) for voluntary delisting of the Equity Shares of the Company from MSE in accordance with the provisions of Securities and Exchange Board of India (Delisting of Equity Shares) Regulation 2009.

The Company has received letter dated 26th March, 2015 from MSE informing that MSE had withdrawn the admission granted to dealings on the exchange for the equity shares of the Company in terms of SEBI (Delisting of Equity Shares) Regulations 2009 with effect from 27th March, 2015. The Company's shares are presently listed only on BSE Ltd.

ACCREDITATION/ RECOGNITION

Your Company has been certified under ISO 9001:2008 for quality management system and BS OHSAS 18001:2007 for safety management system, in design and establishment of property development, construction of residential, commercial and industrial projects, supporting services like electrical, mechanical and plumbing works.

GENERAL

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamil Nadu.

On behalf of the Board

Place: Chennai M.M. VENKATACHALAM Date: April 28, 2015 (DIN: 00152619) Chairman

Mar 31, 2014

Dear Members,

The Directors herewith present the 66th annual report and the audited accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS:

(Rs. in lakhs)

Descripton 2013-14 2012-13

profit/(Loss) before interest & depreciaton 266.22 674.28

Less: Depreciaton 223.31 215.06

Finance costs 1286.39 1127.59

profit/ (Loss) before tax (1243.48) (668.37)

Less: Provision for taxation (355.31) (124.32)

profit/(Loss) afer tax (888.17) (544.05)

Less: Transfer to general reserve - -

Proposed dividend - -

Tax on dividend - -

Add: Earlier year''s profit brought forward (1876.16) (1332.11)

profit carried to Balance Sheet (2764.33) (1876.16)

OPERATIONS AND PERFORMANCE

During the year under review, Your Company achieved a turnover of Rs. 19924.92 lakhs and incurred a loss of Rs. 1243.48 lakhs before tax, as against the turnover of Rs. 21639.22 lakhs and loss of Rs. 668.37 lakhs before tax in the previous year. Your Company''s operatons were impacted during the year due to non-availability of labour, shortage and steep cost escalaton of sand in Tamil Nadu for part of the year and delayed payments from certain clients. There were also delays in executon due to non-availability of work front and clearances from customers in certain project sites, leading to idle fixed costs. Inspite of various efciency improvement measures taken, the profitability has been afected, resultng in Your Company making a lower PBIT of Rs. 42.91 lakhs as compared to PBIT of Rs. 459.22 lakhs during the previous year. The finance cost for the year was at Rs. 1286.39 lakhs as compared to Rs. 1127.59 lakhs for the previous year.

Your Company partcipated in several tenders during the year in industrial, commercial and residental segments across select geographies. There was a distnct slowdown in request for quotatons(during second half of the year) as well as delay in customers taking final decision on their project and placing the orders. Your company quoted for tenders worth Rs. 200498 lakhs during the year and was able to win work orders to the tune of Rs. 8856 lakhs, including two orders above Rs. 2000 lakhs.

On the Property Development business, Your Company focused on existng projects in executon of the project and selling the apartments. Two projects in Chennai are nearing completon and handing over. The project at Coimbatore in 2 phases has progressed well in terms of constructon actvity. Lot of promotonal actvites were done to create "Coral" brand awareness and improve the sales. However due to prevailing market sentments, there was a slowdown in apartment sales. The turnover for property development business was at Rs. 2975 lakhs for the year as against Rs. 3341 lakhs in the previous year.

During the year, Your Company has acquired operatonal plant and machinery and other fixed assets to the tune of Rs. 750.96 lakhs.

EQUITY RIGHTS ISSUE & PREFERENCE CAPITAL

During the year, subsequent to approvals obtained from Shareholders and also from SEBI, BSE Ltd. and Madras Stock Exchange Ltd., Your Company successfully completed rights issue of 2,99,82,498 Equity shares (of which 43,680 shares were kept in abeyance) of Rs. 10/- each, at a premium of Rs. 10/- per Equity share. The rights Issue opened for subscripton on Thursday, 23rd January, 2014 and closed on Thursday, 6th February, 2014. Equity shares were alloted to eligible shareholders, in consultaton with the BSE Ltd., on Saturday, 15th February, 2014. The entre rights Issue proceeds of Rs. 5987.76 lakhs (net of issue expenses of Rs. 139.79 lakhs) was deployed during the year for purposes approved by Board, i.e. repayment of loans Rs. 3000 lakhs, redempton of Preference capital Rs. 2337.15 lakhs and balance towards general corporate purposes.

The Board thanks all Shareholders for their overwhelming support to the rights issue.

The Company raised Rs. 3000 lakhs (including premium of Rs. 500 lakhs) by issue of redeemable Preference capital to redeem the then existng redeemable Preference capital of Rs. 2500 lakhs during August 2013. Rs. 1800 lakhs of Preference capital issued during the year, was redeemed in February 2014, along with applicable premium and yield to maturity, out of the proceeds of rights issue.

LISTING OF SECURITIES IN STOCK EXCHANGES:

The Company''s shares are listed in Madras Stock Exchange (MSE) and Bombay Stock Exchange (BSE). In terms of the agreement entered into by MSE with Natonal Stock Exchange (NSE), the equity shares of your Company are allowed to dealings on the NSE (capital market segment).

DIVIDEND

Due to losses incurred by the Company, the Directors have not recommended any dividend for the financial year 2013-14. Consequently, the Company has not transferred any amount to general reserve.

DEPOSITS

The Company has not accepted any deposits during the financial year.

ACCREDITATION/ RECOGNITION

Your Company has been certfed as ISO 9001:2008 for quality management system and BS OHSAS 18001:2007 for safety management system, in design and establishment of property development, constructon of residental, commercial and industrial projects, supportng services like electrical, mechanical and plumbing works.

DIRECTORS

In accordance with Secton 152(6) of the Companies Act 2013 and Artcles 92 of the Artcles of Associaton of the Company Mr. M.A.M Arunachalam and Mr. N.V. Ravi, Directors of the Company, retre by rotaton at the forthcoming Annual General Meetng and being eligible ofers themselves for re-appointment.

In accordance with Secton 149(4) and other applicable provisions, if any, read with Schedule IV of the Companies Act, 2013, the Company has to appoint 1/3rd of the total Directors as independent Directors, for a maximum period of 5 years and who are not liable to retre by rotaton.

Accordingly the Board had appointed Mr. J. Srinivasan, Mr. S.S. Rajsekar, Mr. V. Venkiteswaran and Mr. N.V. Ravi as independent Directors and the same is subject to the approval of the shareholders at the Annual General meetng. A brief resume, expertse and details of other directorship of these Directors are atached along with the notce convening the ensuing Annual General Meetng.

The compositon of the Board will be as follows:

Sl. Name of the Designaton Category No Director

1. Mr M M Chairman * Promoter Venkatachalam Chairman

2. Mr M A M Director Non Executve Arunachalam Promoter

3. Mr J Srinivasan Director Independent & Non Executve

4. Mr V Director Independent & Venkiteswaran Non Executve

5. Mr S S Rajsekar Director Independent & Non Executve

6. Mr N V Ravi Director Independent & Non Executve

- Resigned as Managing Director with efect from close of business hours of 29th April 2014

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Secton 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

1. In the preparaton of the profit & Loss account for the financial year ended 31st March, 2014 and the Balance Sheet as at that date ("Financial Statements"), applicable accountng standards have been followed.

2. Appropriate accountng policies have been selected and applied consistently and such judgments and estmates that are reasonable and prudent have been made, so as to give a true and fair view of the state of afairs of the Company as at the end of the financial year and of the financial results of the Company for that period.

3. Proper and sufcient care has been taken for the maintenance of adequate accountng records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventng and detectng fraud and other irregularites. To ensure this, the Company has established internal control systems, consistent with its size and nature of operatons. In weighing the assurance provided by any such systems of internal controls, its inherent limitatons should be recognised. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Commitee meets at regular intervals to review the internal control system.

4. The Financial Statements have been prepared on a going concern basis.

AUDITORS

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, Statutory Auditors, retre at the conclusion of the ensuing Annual General Meetng and being eligible, ofer themselves for reappointment.

The Board on the recommendaton of the Audit Commitee proposes that M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai bearing Firm Registraton No. 004207S be re-appointed as the Statutory Auditors of the Company, to hold ofce from close of 66th Annual General Meetng tll the conclusion of the 68th Annual General Meetng of the Company, subject to approval from Shareholders. M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, have forwarded a certfcate to the Company, statng that their re-appointment, if made, will be within the limit specified in that behalf in sub-secton (2) of Secton 141 3(g) of Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis report, highlightng the business details, is atached and forms part of this report.

CORPORATE GOVERNANCE REPORT

A report on corporate governance, giving the status of implementaton of mandatory and non- mandatory norms, as per clause 49 of the listng agreement and the corporate governance voluntary guidelines, 2009, issued by Ministry of Corporate Afairs, is atached and forms part of the Directors'' report.

The certfcate regarding compliance of conditons of corporate governance is made part of the annual report.

PARTICULARS OF EMPLOYEES

There were no employees covered under sub- secton 2A of Secton 217 of the Companies Act, 1956 read with Companies (Partculars of Employees) Rules, 1975, as amended vide Notfcaton No. GSR 289 (E) dated 31st March 2011.

PARTICULARS REQUIRED TO BE FURNISHED U/S 217(1)(e)

The Company has no actvity relatng to consumpton of energy and technology absorpton.

Except for foreign exchange earnings, there are no other partculars required to be furnished under Secton 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Partculars in the Report of Board of Directors) Rules,1988. There were no earnings or expenditure in foreign currency during year.

GENERAL

Your Directors place on record their appreciaton for the contnued co-operaton, support and assistance extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamil Nadu.

On behalf of the Board

Place: Chennai M.M. VENKATACHALAM

Date: April 29, 2014 Chairman & Managing Director

Mar 31, 2012

The Directors herewith present their report together with the audited accounts for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

(Rs in lacs)

Description 2011-12 2010-11

Profit / (Loss) Before Interest & Depreciation (1938.89) 1194.08

Less : Depreciation 161.20 118.04

Interest 1149.23 670.92

Profit / (Loss) Before Tax (3249.32) 405.12

Less : Provision for Taxation (1104.10) 116.58

Profit /(Loss) After Tax (2145.22) 288.54

Less : Transfer to General Reserve - 29.00

Proposed Dividend - 82.37

Tax on Dividend - 13.36

Add : Earlier year's profit brought forward 813.11 649.30

Profit carried to Balance Sheet (1332.11) 813.11

OPERATIONS AND PERFORMANCE

During the year under review, your company recorded a turnover of Rs. 17046.09 lacs and Loss of Rs 3249.32 lacs as against the last year turnover of Rs. 11275.24 lacs and PBT of Rs. 405.12 lacs. The key reasons for the loss during the current year comprise of steep increase in all construction material costs & labour costs. Severe shortage of construction labour had led to unprecedented increase in good quality manpower costs. The interest costs also climbed up due to increase in the cost of borrowed funds from bankers.

Your company participated in several tenders during the year across various industrial, commercial & residential segments. Your company quoted tenders for a value of approx. Rs. 318445 lacs during the year and won work orders worth Rs. 25800 lacs. This year saw your company taking high value orders in the range of Rs. 3000 lacs to Rs. 4000 lacs.

On the Property Development front, your company reported a turnover of Rs 1861.91 lacs as against Rs. 1161.57 lacs reported last year. Your company's residential projects are progressing well.

Your company during the year has acquired operational Plant & Machinery and other Fixed Assets amounting to Rs. 776 lacs.

LISTING OF SECURITIES IN STOCK EXCHANGES

The Company's Shares are listed in Madras Stock Exchange Limited and Bombay Stock Exchange Limited. In terms of the agreement entered into by MSE with National Stock Exchange (NSE), the equity shares of your Company are allowed to dealings on the NSE (Capital Market Segment).

SHARE CAPITAL

The shareholders at the Deemed General Meeting held on 27th March 2012 approved increase of Authorised Share Capital to Rs. 35 crores, subsequent amendment of Memorandum & Articles of Association of the Company and Issue of 25,00,000 Redeemable Preference Shares on preferential basis so as to improve the liquidity position of the Company. The Board at its meeting held on 28th March 2012 had approved the allotment of 25,00,000 Redeemable Preference Shares of Rs. 100/- each at par on preferential basis.

PREFERENCE SHARES

The Company has issued and allotted 25,00,000 Redeemable Preference Shares of Rs. 100/- each on 28th March, 2012 after obtaining approval of the shareholders at the Deemed General Meeting held on 27th March, 2012 under the provisions of Section 80 & 81(1A) of the Companies Act, 1956 at the coupon rate of 0.01% payable on annual basis.

DIVIDEND

Equity Shares:

Due to losses incurred by the Company, the Directors have not recommended any dividend for the financial year 2011-12.

DEPOSITS

The Company has not accepted any deposits during the financial year.

ACCREDITATION/RECOGNITION

Your Company has successfully undergone the Surveillance Audit under ISO 9001:2008 for Quality Management System and BS OHSAS 18001:2007 for Safety Management System in design and establishment of property development, construction of residential, commercial and industrial projects, supporting services like electrical, mechanical and plumbing works.

DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956 read with Article 92 of the Articles of Association of the Company, Messrs. M.A.M.Arunachalam and Sridhar Ganesh, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

The brief profile of the Directors seeking re- appointment has been attached along with the Notice of the ensuing Annual General Meeting.

Messrs. Jitendra Virwani and K.E.Ranganathan resigned from the Board with effect from 25th July, 2011 and 14th November, 2011 respectively. The Board places on record its appreciation for the valuable services rendered and contributions made by Messrs. Jitendra Virwani and K.E.Ranganathan during their tenure as Directors of the Company.

Mr. N.V.Ravi was appointed as an Additional Director at the Board meeting held on 21st February, 2012 and shall hold office up to the ensuing Annual General Meeting.

The Company has received notice from a member along with deposit of Rs.500/- pursuant to Section 257 of the Companies Act, 1956, signifying his intention to propose Mr.N.V.Ravi as director of the Company. The Board of Directors recommends the resolutions for his appointment as set out in Item No. 5 of the Notice accompanying the Annual Report.

Mr. M M Venkatachalam, Chairman was appointed as the Managing Director of the Company effective from 26th April 2012.

A brief resume, expertise and details of other directorships of these Directors are attached along with the Notice convening the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- In the preparation of the Profit & Loss Account for the financial year ended 31st March, 2012 and the Balance Sheet as at that date ("Financial Statements") applicable Accounting Standards have been followed.

- Appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the financial results of the Company for that period.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations. In weighing the assurance provided by any such systems of internal controls, its inherent limitations should be recognised. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems.

The Audit Committee meets at regular intervals to review the internal control system.

- The Financial Statements have been prepared on a going concern basis.

AUDITORS

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

The Board, on the recommendation of the Audit Committee, proposes that M/s.Sundaram & Srinivasan, Chartered Accountants, Chennai bearing registration No. 004207S be re-appointed as the Statutory Auditors of the Company to hold office till the conclusion of the next Annual General Meeting of the Company. M/s.Sundaram & Srinivasan, Chartered Accountants, Chennai have forwarded a certificate to the Company, stating that their re-appointment, if made, will be within the limit specified in that behalf in sub-section (1B) of section 224 of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report, highlighting the business wise details, is attached and forms part of this Report.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance, giving the status of implementation of mandatory and non- mandatory norms as per Clause 49 of the Listing Agreement with the Stock Exchanges and the

Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, is attached and forms part of the directors' report.

The Certificate regarding Compliance of conditions of Corporate Governance is also made part of the Annual Report.

PARTICULARS OF EMPLOYEES

There were no employees covered under sub- section 2A of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended vide Notification No. GSR 289 (E) dated 31st March 2011.

PARTICULARS REQUIRED TO BE FURNISHED U/S 217(1)(e)

The Company has no activity relating to consumption of energy and technology absorption. Except for foreign exchange earnings, there are no other particulars required to be furnished under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

The Company earned a foreign exchange of Rs. 6.81 Lacs during the year towards customer payment for residential property sold.

GENERAL

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamil Nadu.

On behalf of the Board

Place: Chennai M M Venkatachalam

Date : 26th April 2012 Chairman & Managing Director

Mar 31, 2011

The Directors have pleasure in presenting their Report together with the audited accounts for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS

Rs. in Lacs

Description 2010-11 2009-10 Profit/(Loss ) Before Interest & Depreciation 675.37 9.53

Less: Depreciation 118.04 104.22

Interest 152.21 115.04 Profit Before Tax 405.12 330.27 Less: Provision for Taxation 116.58 111.33

Profit After Tax 288.54 218.94 Less: Transfer to General Reserve 29.00 22.00

Proposed Dividend 82.37 65.90

Tax on Dividend 13.36 10.94

Add: Earlier years profit brought forward 649.30 529.20

Profit carried to Balance Sheet 813.11 649.30

OPERATIONS AND PERFORMANCE

During the year under review, your Company recorded a turnover of Rs.11,269.75 Lacs and PBT of Rs.405.12 Lacs as against the last year turnover of Rs. 8,920.85 Lacs and PBT of Rs. 330.27 Lacs.

Your Company, during the year, has undertaken construction of factory buildings for entities across India, in Sectors like Chemicals, Fertiliser, Automobile, Power, Distillery, Cement etc and Residential Apartments and Warehouse. The tender enquiries are increasing and the Company is quoting for tenders in the range of Rs 50 to 100 Crores.

Turnover reported in Property Development is Rs. 1,161.57 Lacs during the year as against Nil sales last year.

Your Company during the year has acquired operational Plant and Machinery and other Fixed Assets amounting to Rs.557.13 Lacs.

LISTING OF SECURITIES IN STOCK EXCHANGES

The Companys Shares are listed in Madras Stock Exchange Limited and Bombay Stock Exchange Limited. Your Directors are pleased to in form that in terms of the agreement entered into by MSE with National Stock Exchange (NSE), the equity shares of your Company are allowed to dealings on the NSE (Capital Market Segment) with effect from 17.02.2011.

ACCREDITATION/ RECOGNITION

Your Company has successfully undergone the Surveillance Audit under ISO 9001:2008 for Quality Management System and BS OHSAS 18001:2007 for Safety Management System in design and establishment of property development, construction of residential, commercial and industrial projects, supporting services like electrical, mechanical and plumbing works.

DIVIDEND

The Company has earned a net profit after tax of Rs 288.54 Lacs. Your Directors are pleased to recommend a dividend of Rs. 2.50 (25%) per equity share of Rs.10/- each for the financial year ended March 31, 2011. The total outgo on account of the dividend to be paid to the shareholders will be Rs. 95.73 Lacs (inclusive of dividend distribution tax).

DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956 read with Article 92 of the Articles of Association of the Company Messrs. S S Rajsekar, V. Venkiteswaran and J Srinivasan, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re- appointment.

A brief resume, expertise and details of other directorships of these Directors are attached along with the Notice convening the ensuing Annual General Meeting.

AUDITORS

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

The Board, subject to the recommendation of the Audit Committee, proposes that M/s.Sundaram & Srinivasan, Chartered Accountants, Chennai bearing registration No. 004207S be re-appointed as the Statutory Auditors of the Company to hold office till the conclusion of the next Annual General Meeting of the Company. M/s.Sundaram & Srinivasan, Chartered Accountants, Chennai have forwarded a certificate to the Compamy, stating that their re-appointment, if made, will be within the limit specified in that behalf in sub-section (IB) of section 224 of the Companies Act, 1956.

DEPOSITS

The Company has not accepted any deposits during the financial year.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

- In the preparation of the Profit & Loss Account for the financial year ended 31st March, 2011 and the Balance Sheet as at that date ("Financial Statements") applicable Accounting Standards have been followed.

- Appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations. In weighing the assurance provided by any such systems of internal controls its inherent limitations should be recognised. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Committee meets at regular intervals to review the internal control system.

- The Financial Statements have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001 the Compliance Certificate issued by Messrs.R.Sridharan & Associates, Company Secretaries, is attached hereto.

PARTICULARS OF EMPLOYEES

There were no employees covered by the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification No. GSR 289 (E) dated 31st March 2011.

PARTICULARS REQUIRED TO BE FURNISHED U/S 217(l)(e)

The Company has no activity relating to consumption of energy and technology absorption and foreign exchange earnings and outgo. Hence, there are no particulars required to be furnished under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

GENERAL

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamilnadu.

Your Directors also place on record their appreciation for the continued and dedicated performance and commitment by Officers and Staff of the Company. On behalf of the Board

M.M. VENKATACHALAM CHAIRMAN

Place : Chennai Date : 20th April, 2011

Mar 31, 2010

The Directors have pleasure in presenting their Report together with the audited accounts for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

(Rs in Lacs) Description 2009 -10 2008 - 09

Profit/(Loss ) Before Interest & Depreciation 549,53 907.09

Less: Depreciation 104.22 85.33

Interest 115.04 107.54

Profit Before Tax 330.27 714.22

Less: Provision for Taxation 111.33 247.21

Profit After Tax 218.94 467.01

Less: Taxation relating to earlier years - 3.04

Transfer to General Reserve 22.00 185.00

Proposed Dividend 65.90 98.84

Tax on Dividend 10.94 16.80

Add: Earlier years profit brought forward 529.20 365.87

Profit carried to Balance Sheet 649.30 529.20

OPERATIONS AND PERFORMANCE

The economic meltdown has had its impact on operation and performance of your Company too and the results could not be on budgeted lines. During the year under review, your Company recorded a turnover of Rs.8,920.85 Lacs and PBT of Rs.330.27 Lacs as against the last year turnover of Rs. 10,024.64 Lacs and PBT of Rs. 714.22 Lacs.

Your Company, during the year, has undertaken construction of factory buildings for entities in Sugar, Tyre , Distillery, Cement etc and School Building. The Company has also received orders for civil construction in Power Sector. In property development the projects are at various stages of statutory approval and there has not been any turnover during the year from this sector.

Your Company during the year has acquired operational Plant and Machinery and other Fixed Assets amounting to Rs. 140.72 Lacs.

LISTING OF SECURITIES IN STOCK EXCHANGES

The Companys shares are listed in Madras Stock Exchange Ltd. (MSE) since January, 1976 and your Directors are pleased to inform that the equity shares of your Company are now listed with the Bombay Stock Exchange Limited in the list of B group and are available for trading on the exchange from 15th March, 2010. Further MSE has signed an agreement with the National Stock Exchange (NSE) to facilitate MSE listed Companies for trading at NSE on a national level. The Company has submitted necessary documents and is awaiting approval from MSE.

ACCREDITATION/ RECOGNITION

Your Company has been certified as ISO 9001:2008 for Quality Management System and BS OHSAS 18001:2007 for Safety Management System in design and establishment of property development, construction of residential, commercial and industrial projects, supporting services like electrical, mechanical and plumbing works.

DIVIDEND

The Company has earned a net profit after tax of Rs. 218.94 Lacs. Your Directors are pleased to recommend a dividend of Rs. 2/- (20 %) per equity share of Rs.10/- each for the financial year ended March 31, 2010. The total outgo on account of the dividend (inclusive of dividend distribution tax) to be paid to the shareholders will be 35 % of the current year distributable profit.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956 and Article 92 of the Articles of Association of the Company Shri. M. A. M. Arunachalam, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Mr. K. T. Kumar, Director resigned from the Board with effect from 30th October 2009. The Board places on record its appreciation for the valuable services rendered and contributions made by Mr. K. T. Kumar during his tenure as a Director and also as Chairman of the Audit Committee and member of the Shareholders / Investors Grievance Committee.

Mr. M. M. Venkatachalam and Mr.K.E.Ranganathan were appointed as Additional Directors at the Board meeting held on 31.07.2009. They shall hold office up to the ensuing Annual General Meeting.

Mr. Sridhar Ganesh and Mr. Jitendra Virwani were co-opted as Additional Directors on 30th October 2009 and 25h January 2010 respectively. Both Mr. Sridhar Ganesh and Mr. Jitendra Virwani will vacate office as Additional Directors at the ensuing Annual General Meeting.

The Company has received notices from members along with deposits of Rs.500/- each, pursuant to Section 257 of the Companies Act, 1956, signifying their intention to propose Messrs.

M. M. Venkatachalam, K. E. Ranganathan, Sridhar Ganesh and Jitendra Virwani as Directors of the Company. The Board of Directors commend the resolutions for their appointment as set out in Item Nos. 5 to 8 of the Notice accompanying the Annual Report.

A brief resume, expertise and details of other directorships of these Directors are attached along with the Notice convening the ensuing Annual General Meeting.

AUDITORS

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

The Board on the recommendation of the Audit Committee, proposes that M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai bearing Registration No. 004207S be re-appointed as the Statutory Auditors of the Company to hold office till the conclusion of the next Annual General Meeting of the Company. M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai have forwarded a certificate to the Company, stating that their re-appointment, if made, will be within the limit specified in that behalf in sub-section (IB) of section 224 of the Companies Act, 1956.

DEPOSITS

The Company has not accepted any deposits during the financial year.

CORPORATE GOVERNANCE

Pursuant to clause 49-of the listing agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and a Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

? In the preparation of the Profit & Loss Account for the financial year ended 31sl March, 2010 and the Balance Sheet as at that date ("Financial Statements") applicable Accounting Standards have been followed.

? Appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period

? Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations. In weighing the assurance provided by any such systems of internal controls its inherent limitations should be recognised. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The Audit Committee meets at regular intervals to review the internal control system.

? The Financial Statements have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001 the Compliance Certificate issued by Messrs. R. Sridharan & Associates, Company Secretaries, is attached hereto.

PARTICULARS OF EMPLOYEES

The details required to be covered under sub-section 2A of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended is appended herewith.

PARTICULARS REQUIRED TO BE FURNISHED U/S 217(1) (e)

The Company has no activity relating to consumption of energy and technology absorption and foreign exchange income and outgo. Hence, there are no particulars required to be furnished under Section 217(l)(e) of the Companies Act, 1956.

GENERAL

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamilnadu.

Your Directors also place on record their appreciation for the continued and dedicated performance and commitment by Officers, Staff of the Company.

On behalf of the Board

Place : Chennai M.M. VENKATACHALAM Date :3rd May, 2010 CHAIRMAN

Mar 31, 2000

The Directors have pleasure in presenting their Report together with the audited accounts for the year ended 31st March, 2000.

FINANCIAL HIGHLIGHTS 1999-2000 1998-99 Rs. Rs.

Profit / (loss) before Interest & Depreciation (1,009,625) 15,353,180

Add: Depreciation 3,676,584 4,362,596

Interest 6,802,387 9,093,911

Profit / (loss) before Tax (11,485,596) 1,896,673 Add: Provision for Taxation 2,500,000 400,000

Profit / (loss) After Tax (13,985,596) 1,496,673

Add: Transfer from Investment Allowance Reserve -- 850,311

(13,985,596) 2,346,984 Less:Transfer to Provision for taxation of earlier years -- 850,311

(13,985,596) 1,496,673 Add: Earlier years profit brought forward 16,184,696 17,000,413

Amount available -- --

for Appropriation 2,199,100 18,497,086

Transfer to General Reserves -- 500,000

Proposed dividend -- 1,647,390 Additional Tax on distribution of dividend -- 165,000

Balance carried forward 2,199,100 16,184,696

2,199,100 18,497,086

OPERATIONS AND PERFORMANCE

During the year under review, the company recorded sales turnover of Rs. 2046 lacs as against Rs. 1890 lacs in 1998- 99.

The operations and other income provided a profit before tax of Rs. 67 lacs. The sale of the assets of Granite division, which was accumulating losses over the years, resulted in a loss of Rs. 182 lakhs. Hence the overall results of the company showed a loss of Rs. 115 lakhs.

COROMANDEL PRODORITE DIVISON

The Prodorite Division of your company recovered from the downward trend over the last few years and recorded an impressive 22% increase in sales. The division also renewed its ISO 9001 accreditation till 2003.

The division also booked a large order worth Rs. 200 lakhs from Oswal Chemicals and Fertilisers,

the largest Phosphatic Fertilizer plant in South Asia. The Division is looking at newer technologies to increase the market share of the division.

CONSTRUCTION DIVISON

Your company has successfully completed the projects viz. Construction of New Press Building for M/s. Living Media India Limited, Chennai, Suppliers Park Building, Building Services for Ford India Limited, Sugar Godown for Cauvery Sugars & Chemicals Limited, Pettaivaithalai, Extension of factory building for Carborundum Universal Limited, Hosur, Resinoid Caps building for Carborundum Universal, Tiruvottiyur, Alteration & Modifications for Cutfast Division at Pallikaranai of Carborundum Universal Limited.

PROPERTY DEVELOPMENT DIVISION

Your company have completed development of Coral Haven project at Thiruvanmiyur and all flats there have been fully sold out. Your company has taken construction of Coral Sudha at Eldams Road and all apartments there have been fully sold out.

SALE OF ASSETS AND DIVESTMENT

Pursuant to the approval obtained under section 293 1 (a) of the Companies Act, 1956 at the Annual General Meeting held on August 21, 1996, during the year the assets of the Granite division of the Company were sold.

Pursuant to the approval obtained at the last Annual General Meeting of the Company on September 23, 1999, it is proposed to transfer the Prodorite division of the company on slumpsale basis as a going concern to your subsidiary company M/s. Prodorite Anticorrosives Limited with effect from April 1, 2000, after obtaining the necessary statutory clearances.

DIVIDENDS

In the absence of profits in the year under review, your directors are unable to recommend any dividend on the share capital.

SUBSIDIARY COMPANIES

Coromandel Holdings and Minerals Limited

The Company made a profit of - 606034 after tax.

Prodorite Anticorrosives Limited

Prodorite Anticcorrosives Limited was incorporated on 28th October, 1999. The company has not commenced its operations.

The statement of Holding Companys interest in subsidiary company under section 212(l)(e) of the Companies Act, is annexed.

COMMENTS OF AUDITORS :

Regarding the observations made by the Auditors in their Report, the notes forming part of Accounts are self explanatory.

DIRECTORS

In accordance with Section 255 of the Companies Act, 1956 and Article 92 of the Articles of Association of the Company Mr. V. Kandaswamy, Director retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

AUDITORS

M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, the Companys auditors retire, at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

INDUSTRIAL RELATIONS

Your Directors are pleased to report that the Industrial Relations during the year under review were very cordial.

PARTICULARS OF EMPLOYEES

In compliance with the requirements of Section 217 (2A) of the Companies Act, 1956 as amended, read in conjunction with the Companies (Particulars of Employees) Rules, 1975 as amended is annexed for the period under review which forms a part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, information relating to conservation of energy, technology absorption etc. are furnished in Annexure B to the Directors Report.

GENERAL

Your Directors place on record their appreciation for the continued co-operation extended to the Company by its Bankers, Shareholders, Government of India and Government of Tamil Nadu.

Your Directors also place on record their appreciation of the hard and sincere work put by the Officers, Staff and Workmen of the Company.

For and on behalf of the Board

Chennai M.V. MURUGAPPAN

29th May 2000 Chairman

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