Directors Report of Incon Engineers Ltd.

Mar 31, 2024

The Directors take pleasure in presenting the 54th
Annual Report and the Audited Financial Statements
for the year ended 31 March, 2024.

1. FINANCIAL RESULTS

The performance during the period ended 31"* March
2024 has been as under:

(Rs. in Lakhs)

Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Revenue from operations and other income (gross)	24.06	35.26
Profit before finance costs and depreciation, amortization expense	(41.95)	(33.08)
Finance Cost	3.35	0.33
Depreciation and amortization expenses	1.89	2.32
Profit /Loss after tax	(47.19)	(35.73)
Other Comprehensive income	(0.74)	0.15
Total comprehensive income	(47.93)	(35.58)

2. PERFORMANCE
Operations

During the year under consideration, the
performance of the Company continued to be
affected by the delay in commissioning of the
equipment supplied by it to its customers. The delay
was due to Covid-19 pandemic, which resulted in
suspension of commissioning activity at the customer
sites. The directors are hopeful that the pending
activities consisting of commissioning of the
equipment supplied would be completed during the
current year.

3. PUBLIC DEPOSITS

The Company has not accepted or invited any
Deposits and consequently no deposit has matured
/ become due for re-payment as on 31^M March 2024.

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

The information on Conservation of Energy,

Technology Absorption, Foreign Exchange Earnings
and outgo required to be disclosed under Section
134(3)(m) of the Companies Act, 2013 read with Rule
8 to the Companies (Accounts) Rules, 2014 are
provided in Annexure - I forming part of this report.

5. DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of
the Companies Act, 2013, with respect to the
Directors Responsibility Statement, the Board of
Directors of the company confirms: -

(a)	That the preparation of the annual accounts for the financial year ended 31.03.2024, the applicable accounting standards have been followed along with proper explanations relating to material departures,
9b)	That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31s’ March, 2024 and the profit and Loss of the company for the period.
(c)	That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding of the company the assets and for preventing and detecting fraud and other irregularities.
(d)	That the directors had prepared, the annual accounts for the financial year ended 31” March,2024 on a going concern basis and
(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.
(()	That Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an Internal Control System,
commensurate with the size, scale and complexity

of its operations. To maintain its objectivity and
independence, the Internal Audit function reports to
the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and
evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with
operating systems, accounting procedures and
policies at all locations of the Company and its
subsidiaries. Based on the report of internal audit
function, process owners undertake corrective action
in their respective areas and thereby strengthen the
controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee
of the Board.

7. COURT/TRIBUNAL ORDERS

There were no instances of any significant and
material orders passed by the regulators or courts
or tribunals impacting the going concern status and
Company''s operations in future.

8. RELATED PARTY TRANSACTION:

The contracts or arrangements of the Company with
related parties during the period under review referred
to in Section 188(1) of the Companies Act, 2013 were
in ordinary course of business and on arm''s length
basis. During the year, the Company had entered
into the contract/arrangement/transaction with
related parties which could be considered material
in accordance with the related party transaction policy
of the Company. The said policy as approved by the
Board in terms of provisions of Regulation 23 of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The prescribed form AOC-2 of the Companies
(Accounts) Rules, 2014 is enclosed as Annexure II
to this report,

9. ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a)
of the Companies Act, 2013, copies of the Annual
Return of the Company prepared in accordance with
Section 92(1) of the Act read with Rule 11 of the
Companies (Management and Administration) Rules.
2014 are placed on the website of the Company and
is accessible at www.incon.in

10. INDEPENDENT DIRECTORS:

In terms of provisions of Section 149(7) of the
Companies Act, 2013 all the Independent Directors
of the Company have furnished a declaration to the

Compliance Officer of the Company at the meeting
of the Board of Directors held on 29 May, 2019 stating
that they fulfill the criteria of Independent Director
as prescribed under section 149(6) of the Companies
Act, 2013 and are not being disqualified to act as an
Independent Director.

In terms of the Regulation 2(57) of the Regulations,
the Company has adopted a familiarization
programme for the Independent Directors to
familiarize them with working of the Company, nature
of the industry in which the Company operates,
business model of the Company, their roles, rights,
responsibilities and other relevant details.

11. SUBSIDIARIES AND JOINT VENTURES:

The Company does not have any Subsidiaries and
Joint Ventures. Hence, a separate statement
containing the salient features of the Financial
Statements of the Subsidiary Companies/Associate
Companies/JV in Form AOC-1 as required in terms
of the provisions of Sections 129 of the Companies
Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014 is not enclosed.

12. INTERNAL AUDITORS

M/s G P Associates., Chartered Accountants,
Hyderabad shall be the Internal Auditors of the
Company.

13. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, and The Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014. the Company has appointed
M/s MNM & Associates Practicing Company
Secretaries to conduct Secretarial audit of the
company for the financial year ended March 31,2024.

The Secretarial Audit Report issued by M/s. MNM &
Associates: Practicing Company Secretaries in Form
MR-3 is enclosed as Annexure III to this Annual
Report.

14. STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of
the Companies act 2013 M/s.Brahmayya & Co.,
Chartered Accountants Reg No.000513S are
proposed to be appointed as auditors for a period of
5 years commencing from the conclusion of this
Annual General Meeting till the conclusion of ST"¹
Annual General Meeting of the Company to be held
in 2027.

The Report given by the Auditors on the financial
statement of the Company is part of this Report.

15. CORPORATE SOCIAL RESPONSIBILITY

(CSR):

Corporate Social Responsibility required to be
disclosed under Section 135 of the Companies Act.
2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 is not applicable
to the company. Hence, composition of committee
is not required.

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details of Loans, Guarantees, Securities and
Investments made during the Financial year ended
31 March, 2024 are given in the notes to the financial
statements in compliance with the provisions of
section 186 of the Companies Act, 2013 read with
the companies (Meeting of the Board and its powers)
Rules 2014.

17. SHARE CAPITAL

The Authorised share capital of the Company is Rs
84,000,000 (Rupees Eight Crores Forty Lakhs only)
divided into 8,400.000 equity shares of Rs 10/- each.
The paid-up capital of the Company is
Rs 43,271,000/- (Four Crores Thirty Two Lakhs
Seventy One Thousand only) divided into 4,327,100
equity shares of Rs 10/- each. Forfeited Shares
amount originally paid up 13.866,500.

18. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of the Company''s operations in
terms of performance in markets, manufacturing
activities, business outlook, risks and concerns form
part of the Management Discussion and Analysis, a
separate section forms part of the Annual Report as
Annexure V

19. BOARD EVALUATION AND ASSESSMENT

Evaluation of all Board members is done on an
annual basis. The evaluation is done by the Board.
Nomination and Remuneration Committee and
Independent Directors with specific focus on the
performance and effective functioning of the Board
and Individual Directors.

The criteria covered various aspects for evaluation
of Independent Directors such as Participation at the
Board / Committee meetings, Commitment (including
guidance provided to senior management outside

of Board/ Committee meetings), Effective
deployment of knowledge and expertise, Integrity and
maintaining of confidentiality, Independence of
behavior and judgment, exercise of objective
independent judgment in the best interest of the
Company, Ability to contribute to and monitor
corporate governance practice and Adherence to the
code of conduct for independent directors, for
Evaluation of the Board, Implementation of robust
policies and

of the Managing Director and Non-Executive
Directors, Participation at the Board / Committee
meetings. Effective deployment of knowledge and
expertise. Discharge of its functions and duties as
per its terms of reference. Process and procedures
followed for discharging its functions, Effectiveness
of suggestions and recommendations received were
considered, for evaluation of Chairman of the Board
aspects such as Managing relationship with the
members of the Board and management, and
effective decision making at the board were
considered.

20. DIRECTORS AND KMP:

Sri Sreedhar Chowdhury, Managing Director of the
Company, (DIN.00188924) was reappointed
w.e.f.12.08.2024 Sri Vikram Simha Vepa,
(DIN 10731644) Non-Executive Independent
Director, (Additional) were appointed on 12.08.2024,
Smt. Hima Bindu Sagala, (DIN 09520601) Non¬
Executive Independent Director, (Additional)
appointed on 12.08.2024, Dr.B.Neeta Kumari, Non¬
Executive Women Director (DIN 0313522).

Sri S Manohar Raju, Non-Executive Independent
Director, retired w.e.f 12.08.2024. Sri A Subba Rao,
Non-Executive Independent Director, retired
w.e.f.12.08.2024.

The Company has received declarations from all the
Independent Directors of the Company confirming
that they meet the criteria of independence as
prescribed both under Sub-Section (6) of Section
149 of the Companies Act, 2013, during the year
there was no re-appointment of Independent
Directors took place in the Company.

The Company has devised a policy for performance
evaluation of Independent Directors, Board,
Committees and other individual Directors which
include criteria for performance evaluation of the non¬
executive directors and executive directors. Ms.
Manoranjani, Company Secretary, Compliance
Officer & CFO.

21. RE-APPOINTMENT:

As per the provisions of Companies Act, 2013,
Dr.B.Neeta Kumari. DIN-00313522, Director retires
by rotation at the ensuing Annual General Meeting
and being eligible, seeks re-appointment. The Board
recommends his re-appointment.

Reappointment of Sri Sreedhar Chowdhury as
Managing Director, DIN.00188924 for a period of
three years w.e.f 12.08.2024 subject to approval of
members in Annual General Meeting.

22. NUMBER OF MEETINGS OF THE BOARD

4 (Four) meetings of the Board of Directors of the
Company were held during the year under review.
Detailed information of the meetings of the Board is
included in the Report on Corporate Governance,
which forms part of this Report

23. CORPORATE GOVERNANCE

As per the provisions of 15(2) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (“LODR Regulations"), the
compliances with corporate governance provisions
as specified in Regulations 17 to 27 are applicable
to the Company only if it’s paid up capital exceed
Rs. 10 Crores and if Net worth is above Rs.25 Crores.

As on 31^st March, 2024, the paid up share capital of
the company is Rs.571.38 Lakhs which does not
exceed Rs.10 Crores limit and the Net Worth of the
Company is Rs.14.98 Lakhs which does not cross
Rs.25 Crores.

Hence, the compliance of provisions of Regulations
17 to 27 of SEBI (LODR) Regulations are not
applicable to the Company.

In light of the above. Corporate Governance Report
is not applicable to the Company during the period
under review.

24. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy
establishing vigil mechanism, to provide a formal
mechanism to the Directors and employees to report
concerns about unethical behavior, actual or
suspected fraud or violation of Code of Conduct and
Ethics. It also provides for adequate safeguards
against the victimization of employees who avail of
the mechanism and provides direct access to the
Chairperson of the Audit Committee in exceptional
cases. It is affirmed that no personnel of the

Company have been denied access to the Audit
Committee. The Whistle Blower Policy aims for
conducting the affairs in a fair and transparent
manner by adopting highest standards of
professionalism, honesty, integrity and ethical
behavior.

25. POLICY ON SEXUAL HARRASSEMENT

The Company has adopted policy on Prevention of
Sexual Harassment of Women at Workplace in
accordance with The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

During the financial year ended 31^s'' March, 2024 the
company has not received any Complaints pertaining
to Sexual Harassment.

26. ADOPTION OF INDIAN ACCOUNTING
STANDARDS (“IND AS”)

The company has adopted Indian Accounting
Standards ( "IND AS”) and accordingly these financial
statements have been prepared in accordance with
the same as required under section 133 of the
Companies Act, 2013 read with rules made
thereunder.

27 POLICY ON DIRECTORS APPOINTMENT AND
REMUNERATION

In terms of provisions of Section 178 of the
Companies Act. 2013 read with Regulation 19 of the
Regulations, a policy relating to remuneration for the
Directors, Key Managerial Personnel and other
employees has been adopted by the Board of
Directors of the Company in pursuance of its
formulation and recommendation by the Nomination
and Remuneration Committee thereby analyzing the
criteria for determining qualifications, positive
attributes and independence of a director.

28. REPORT ON FINANCIAL STATEMENTS

The report of M/s.Brahmayya & Co., Chartered
Accountants, Regn. No.003109S the Statutory
Auditors of the Company on the financial statements
of the Company for the year ended 31 March, 2024
is annexed to the financial statements in terms of
provisions of Section 134(2) of the Companies Act,
2013. The observations of the Auditors in their report
are self-explanatory and/or explained suitably in the
Notes to the Financial Statements. The report of the
Statutory Auditors does not contain any qualification,
reservation or adverse remark which needs any
explanation or comment of the Board.

29. COST AUDIT

During the year under review, the Company had not
been mandatorily required to get its Cost Records
audited in terms of provisions of Section 148 of the
Companies Act. 2013 read with the Companies (Cost
Records and Audit) Amendment Rules, 2014 notified
by the Ministry of Corporate Affairs (MCA) on 31
December 2014, as the industry under which the
Company falls has been exempted from the Cost
Audit under the said rules.

30. RECONCILATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities and Exchange
Board of India (SEBI), the Reconciliation of Share
Capital Audit is undertaken by a firm of Practicing
Company Secretaries on quarterly basis. The audit
is aimed at reconciliation of total shares held in CDSL,
NSDL and in physical form with the admitted, issued
and listed capital of the Company.

The Reconciliation of Share Capital Audit Reports
as submitted by the Auditor on quarterly basis were
filed with the Bombay Stock Exchange of India
Limited through BSE Listing Centre, where the
original shares of the Company are listed.

31. LISTING OF SHARES

The Equity Shares of the Company are listed on the
BSE Limited. Mumbai and Calcutta Stock Exchange.
Company has applied for delisting of shares and the
same is pending with Calcutta Stock Exchange for
long time.

32. DISCLOSURES UNDER SECTION 134 OF THE
COMPANIES ACT, 2013

Except as disclosed elsewhere in the Annual Report,
there have been no material changes and
commitments, which can affect the financial position
of the Company between the end of financial year
and the date of this report.

33. INDUSTRIAL RELATIONS

During the year under review, industrial relations in
the Company continued to be cordial and peaceful.

34. CODE OF CONDUCT

This is to confirm that the Board has laid down a
code of conduct for all Directors and Senior
Management Personnel of the Company. It is further
confirmed that all Directors and senior management
personnel of the Company have affirmed compliance
with the code of conduct of the Company for the
financial year 2023-24.

35. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

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

36. COMMITTEES OF THE BOARD

As required under the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as on
31^s'' March, 2024, the Board has the following
committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders'' Relationship Committee

The details of the Committees along with their
composition, number of meetings and attendance
at the meetings are provided in the Corporate
Governance Report.

37. PARTICULARS OF REMUNERATION

Disclosures with respect to the remuneration of
Directors and employees as required under Section
197(12) of Companies Act, 2013 and Rule 5 (1)
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director
to the median remuneration of the employees
of the Company for the financial year:

Name of Directors	Ratio to Median remuneration
Sri Sreedhar Chowdhury	NIL
Dr.B. Neeta Kumari	NIL
Sri S. Manohar Raju	NIL
Sri A. Subba Rao	NIL

b. The percentage increase in remuneration of
each director, chief executive officer, chief
financial officer, company secretary in the
financial year: There is no increase during the
year.

c. There is percentage increase in the median
remuneration of employees in the financial
year: NIL

d. The number of permanent employees on the
rolls of Company: 3

e. Average percentile increase already made in
the salaries of employees other than the
managerial personnel in the last financial year
and its comparison with the percentile increase
in the managerial remuneration and justification
thereof and point out if there are any
exceptional circumstances for increase in the
managerial remuneration: There is no increase
in the remuneration / salaries during the year.

f. Affirmation that the remuneration is as per the
remuneration policy of the Company:

The Company affirms remuneration paid to Key
Managerial Personnel is as per the remuneration
policy of the Company.

38. DETAILS IN RESPECT OF FRAUDS
REPORTED BY AUDITORS UNDER SECTION

143(12):

During the year under review, there were no instances
of fraud committed against the Company by its
officers or employees as reported by the auditors to
the Audit Committee or the Board under section
143(12) of the Companies Act, 2013.

39. CREDIT RATING

No Credit Rating was obtained during the financial
year 2023-24.

40. PARTICULAR OF EMPLOYEES:

The Company has not employed any individual
whose remuneration falls within the purview of the
limits prescribed under the provisions of Section 197
of the Companies Act, 2013, read with Rule 5(2) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

41. DIVIDEND

Your Directors did not recommend dividend for the
financial year 2023-24.

42. TRANSFER TO RESERVES

For FY 2023-24, the Company has not transferred
any amount to Reserves and Transfer to Reserves:

43.0THER DISCLOSURES:

There are no proceedings initiated/ pending against
your Company under the Insolvency and Bankruptcy
Code, 2016 and there is no instance of one-time
settlement with any Bank or Financial Institution.

44 RISK MANAGEMENT:

The Board of the Company has framed a policy to
implement and monitor the risk management plan
for the Company and ensuring its effectiveness. The
Board oversees the Risk Management process
including risk identification, impact assessment,
effective implementation of the mitigation plans and
risk reporting. The Audit Committee has additional
oversight in the area of financial risks and controls.
Major risks identified by the businesses and functions
are systematically addressed through mitigating
actions on a continuing basis.

45. ACKNOWLEDGEMENT

The Board of Directors would like to thank Business
Partners, Bankers, Investors and Auditors for their
continued support and association. Your directors
wish to place on record their appreciation to
employees at all levels for their hard work, dedication
and commitment.

By order of the Board
For Incon Engineers Limited

Sd l-

Sreedhar Chowdhury
Place:Hyderabad Managing Director

Date:12.08.2024 (DIN:00188924)

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 44th Annual Report of the Company together with the Audited Accounts and Auditors'' Report for the financial year ended on 31st March, 2014.

FINANCIAL RESULTS AND OPERATIONS

The performance of the Company for the financial year ended 31st March, 2014 is summarized hereunder:

Details For the year For the year ended ended 31.03.2014 31.03.2013

Sales/ Income

from operations 59.18 49.63

Other Income 7.66 7.69

Manufacturing Expenses 38.35 37.73

Other Expenses 19.48 19.37

Finance Cost 0.29 0.56

Gross Profit /(Loss) after Finance Cost

before Depreciation & Tax 8.72 (0.34)

Depreciation 5.18 5.26

Net Profit /(Loss) before

Tax for the year 3.54 (5.60)

Net Profit /(Loss) for the year 3.54 (5.60)

OPERATIONS

The operations of the Company have improved with the income going upto to Rs.59.18 lakhs as compared to Rs.49.63 lakhs during the previous year. The Company made a net profit of Rs.3.54 lakhs after providing for depreciation of Rs.5.18 lakhs. Your Directors are hopeful of maintaining this trend during the current year with the orders in hand amounting to about Rs.70.00 lakhs.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees whether employed throughout the year or part of the year were in receipt of remuneration exceeding limits specified in Section 217 (2A) of the Companies Act, 1956, and rules made thereunder.

FOREIGN EXCHANGE EARNINGS AND OUTGO : Nil

CONSERVATION OF ENERGY

Steps to optimize energy consumption in various manufacturing operations is being continuously taken; however, the Company''s operations are not energy intensive.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

1. Specific areas in which R & D carried out by the Company Design of Fluid Energy Mill and Classifiers.

INDUSTRIAL RELATIONS

Your Company continues to enjoy the support from the workforce. Industrial Relations were cordial during the year under review.

BOARD OF DIRECTORS

Dr. B. Neeta Kumari retires by rotation and not seeking the re-appointment.

Sri S. Manohar Raju retires by rotation being eligible for him self re-appointment at the forth coming Annual General Meeting.

Pursuant to Section 149 of the Companies Act, 2013, the tenure of the Independent Director is upto five consecutive years Board recommends appointment of Sri S. Manohar Raju, as Independent Director for a term of upto five consecutive years for approval of the Members of the Company at the ensuing Annual General Meeting.

Mr. A. Subba Rao retires by rotation and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting.

Pursuant to Section 149 of the Companies Act, 2013, the tenure of the Independent Director is upto five consecutive years. Board recommends appointment of Mr. A. Subba Rao, as Independent Director for a term of upto five consecutive years for approval of the Members of the Company at the ensuing Annual General Meeting.

AUDITORS

M/s. Brahmayya & Co. Chartered Accountants, Hyderabad, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment at the ensuing Annual General Meeting.

AUDITORS REPORT

The Auditors'' Report is unqualified.

AUDIT COMMITTEE

Pursuant to the provisions of 292A of the Companies Act, 1956 and provisions of the Listing Agreement, the Company has constituted an Audit Committee. The composition, scope and powers of Audit Committee together with details meetings held during the year under review forms part of Corporate Governance Report.

COST AUDIT

The Central Government has directed to conduct a Cost Audit in respect of the specified products of the Company. The Board of Directors of the Company accorded its approval for appointment of M/s. N.S.V. Krishna Rao & Company, Cost Accountants, D.No.12-2-823/A/78, Geetha Apartments, Lane Adj. to Chandana Brothers, Santosh Nagar Colony, Mehdipatnam, Hyderabad-500028 as Cost Auditors of the Company.

SUBSIDIARY COMPANIES

The Company does not have a subsidiary Company.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The application of ultra-fine powders is increasing in industry over the past few years. The demand for the Company''s product will also increase and efforts need to be made to take advantage of this increased demand. Special efforts need to be made to ensure that the Company''s products are known to potential users, so that additional sales are generated.

CORPORATE GOVERNANCE REPORT

As per Clause 49 of the Listing Agreement, a separate section on Corporate Governance together with a Compliance Certificate from the Practicing Company Secretary forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Audited Accounts for the year under review in conformity with the requirements of the Companies Act, 1956 and the Accounting Standards. The financial statements reflect fairly the form and substances of transactions carried out and reasonably present the Company''s financial condition and results of operations. Your Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii) that the accounting policies selected have been applied consistently and judgments and estimates that are made reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014.

iii) that 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 frauds and other irregularities; and

iv) that the Annual Accounts of the Company have been prepared on going concern'' basis.

ACKNOWLEDGEMENT

The Board of Directors would like to thank Business Partners, Bankers, Investors and Auditors for their continued support and association. We would also like to place on record our appreciation of the collective contribution made by all the employees during the last year.



By order of the Board of Directors of INCON ENGINEERS LIMITED

Place: Hyderabad SREEDHAR CHOWDHURY Date : 27.05.2014 Chairman & Managing Director

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Mar 31, 2013

To the Members,

The Directors take pleasure in presenting the 43rd Annual Report and Audited Balance Sheet and Profit and Loss Account for the year ended on 31st March, 2013.

FINANCIAL RESULTS

Rupees in Lakhs

Details For the year For the year ended ended 31.03.2013, 31.03.2012

Sales/ Income from operations 49.63 64.79

Other Income 7.69 5.53

Manufacturing Expenses 37.73 37.71

Other Expenses 19.37 21.23

Interest 0.56 0.51

Gross Profit ( )/(Loss)(-) after Interest before Depreciation & Tax (0.34) 10.87

Depreciation 5.26 5.60

Net Profit ( )/(Loss) before Tax for the year (5.60) 5.27

Net Profit ( )/(Loss) for the year (5.60) 5.27

OPERATIONS

The operations of the Company have registered a decline with the income coming down to Rs. 49.63 lakhs as compared to Rs. 64.79 lakhs during the previous year. This has resulted in a net loss of Rs. 5.60 lakhs after providing for depreciation of Rs. 5.26 lakhs. The Company is hopeful of increasing its sales during the current year based on the present orders in hand amounting to more than Rs. 60.00 lakhs.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year.

DIRECTORS

Pursuant to the provision of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Sri A. Subba Rao retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

M/s. Brahmayya & Co. Chartered Accountants, Hyderabad, the Auditors of the Company, retire at the conclusion of the Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment.

PARTICULARS OF EMPLOYEES

None of the employees whether employed throughout the year or part of the year were in receipt of remuneration exceeding limits specified in Section 217 (2A) of the Companies Act, 1956, and rules made thereunder.

CORPORATE GOVERNANCE

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

OTHER INFORMATION

Information in accordance with clause (e) of Sub-section (1) of section 217 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of the report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

i) in the preparation of the annual accounts, the -applicable accounting standards have been followed and that no material departures have been made from the same;

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

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) they have prepared the annual accounts on a ''going concern'' basis.

DEMATERIALISATION OF SHARES

The Company''s shares are available for holding/ transfer in depository system of both National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd., (CDSL). Members have the option of holding the shares in physical or dematerialised form. The International Securities Identification Number (ISIN) allotted for the Company by NSDL and CDSLislSIN INE507D01010. In case a member wants his shares to be dematerialised, he may send the share certificates along with the request through his depository participant to the Registrars, M/s. Venture Capital and Corporate Investments Pvt. Ltd.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to the investors for the confidence reposed in the Company. The Directors also take this opportunity to express their appreciation for the contributions made by all the employees.

For and on behalf of the Board

Place: Hyderabad SREEDHAR CHOWDHURY

Date : 30.05.2013 Chairman & Managing Director

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Mar 31, 2012

The Directors take pleasure in presenting the 42nd Annual Report and Audited Balance Sheet and Profit and Loss Account for the year ended on 31st March, 2012.

FINANCIAL RESULTS Rupees in Lakhs

Details For the year For the year ended ended 31.03.2012 31.03.2011

Sates/Income from operations 64.09 42.40

Other Income 5.53 (0.14)

Manufacturing Expenses 37.71 33.69

Other Expenses 20.53 11.96

Interest 0.51 0.41

Gross Profit ( )/(Loss)(-) after Interest

before Depreciation & Tax 10.87 (3.80)

Depreciation 5.60 5.60

Net Profit ( )/(Loss) before

Tax for the year 5.27 (9.40)

Net Profit ( )/(Loss) for the year 5.27 (9.40)

OPERATIONS

The Company's operations have improved during the year with the income from operations increasing to Rs. 69.62 lakhs as compared to Rs. 42.26 lakhs during the previous year. The gross profit, after providing interest and before depreciation, amounts to Rs. 10.87 lakhs as compared to a loss of Rs. 3.80 lakhs during the previous year. The Company is hopeful of continuing this trend during the current year as various projects are in the pipeline.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year.

DIRECTORS

Pursuant to the provision of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Sri S. Manohar Raju retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

M/s. Brahmayya & Co. Chartered Accountants, Hyderabad, the Auditors of the Company, retire at the conclusion of the Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment.

PARTICULARS OF EMPLOYEES

None of the employees whether employed throughout the year or part of the year were in receipt of remuneration exceeding limits specified in Section 217 (2A) of the Companies Act, 1956, and rules made there under.

CORPORATE GOVERNANCE

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

OTHER INFORMATION

Information in accordance with clause (e) of Sub-section (1) of section 217 read with "Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of the report.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) they have prepared the annual accounts on a 'going concern' basis.

DEMATERIALISATION OF SHARES

The Company's shares are available for holding/transfer in depository system of both National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd., (CDSL). Members have the option of holding the shares in physical or dematerialised form. The International Securities Identification Number (ISIN) allotted for the Company by NSDL and CDSL is ISIN INE507D01010. In case a member wants his shares to be dematerialised, he may send the share certificates along with the request through his depository participant to the Registers,M/S venture capital and Corporate Investments Pvt. Ltd.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to the investors for the confidence reposed in the Company. The Directors also take this opportunity to express their appreciation for the contributions made by all the employees.

For and on behalf of the Board

SREEDHAR CHOWDHURY Chairman & Managing Director

Place: Hyderabad Date : 30.05.2012

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Mar 31, 2010

The Directors take pleasure in presenting the 40th Annual Report and Audited Balance Sheet and Profit and Loss Account for the year ended on 31st March, 2010.

FINANCIAL RESULTS Rupees in Lakhs

Details For the year For the year

ended ended

31.03.2010 31.03.2009

Sales/ Income from operations 38.04 14.75

Other Income 7.24 3.28

Manufacturing Expenses 34.00 34.18

Other Expenses 11.65 39.85

Interest 1.86 0.45

Gross Profit (+)/(Loss)(-) after Interest

before Depreciation & Tax (2.23) (56.45)

Depreciation 5.45 4.55

Net Profit (+)/(Loss) before

Tax for the year (7.68) (61.00)

Net Profit (+)/(Loss) for the year (7.68) (61.25)



OPERATIONS

The Companys operations have improved considerably despite overall industrial slowdown. The turnover of the Company increased from Rs. 18.03 Lakhs to Rs. 45.28 Lakhs resulting in a cash loss of Rs. 2.23 Lakhs as against cash loss of Rs. 56.70 Lakhs during the previous year. Your Directors are hopeful that with the economy improving, the Company will make further improvements in its performance during the current year.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year.

DIRECTORS

Pursuant to the provision of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Dr. B. Neeta Kumari retires at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

AUDITORS

M/s. Brahmayya & Co. Chartered Accountants, Hyderabad, the Auditors of the Company, retire at the conclusion of the Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment.

PARTICULARS OF EMPLOYEES

None of the employees whether employed throughout the year or part of the year were in receipt of remuneration exceeding limits specified in Section 217 (2A) of the Companies Act, 1956, and rules made there under.

CORPORATE GOVERNANCE

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

OTHER INFORMATION

Information in accordance with clause (e) of Sub-section (1) of section 217 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of the report.

DIRECTORS RESPONSIBUTY STATEMENT

The Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detectihg fraud and other irregularities; and

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

DEMATERIALISATION OF SHARES

The Companys shares are available for holding/ transfer in depository system of both National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd., (CDSL). Members have the option of holding the shares in physical or dematerialised form. The International Securities Identification Number (ISJN) allotted for the Company by NSDL and CDSL is ISININE507D01010. In case a member wants his shares to be dematerialised, he may send the share certificates along with the request through his depository participant to the Registrars, M/s. Venture Capital and Corporate Investments Pvt. Ltd.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to the investors and suppliers for the confidence reposed in the Company/The Directors also take this opportunity to express their appreciation for the contributions made by all the employees.

For and on behalf of the

Board

Place: Hyderabad SREEDHAR CHOWDHURY

Date: 30 06.2010 Chairman & Managing Director