Directors Report of Miven Machine Tools Ltd.

Mar 31, 2025

THE DIRECTORS PRESENT THE FORTIETH (40TH) ANNUAL REPORT AND THE AUDITED FINANCIAL
STATEMENTS OF MIVEN MACHINE TOOLS LIMITED ("COMPANY") FOR THE FINANCIAL YEAR ("FY")
ENDED MARCH 31, 2025.

1. FINANCIAL SUMMARY/HIGHUGHTS

/Rc in lalshcl

	Financial Year	Financial Year
FINANCIAL RESULTS	ended	ended
	31-03-2025	31-03-2024
Revenue from Operations	-	143.67
Other income	11.55	13.93
Total income	11.55	157.60
Operating Expenses	72.86	306.47
Loss before exceptional items	(61.31)	(148.87)
Exceptional item	-	121.00
Net Loss / Profit	(61.31)	(27.87)
Other comprehensive income	-	-
Total Comprehensive Income	(61.31)	(27.87)
Earning per share
Basic	(2.04)	(0.93)
Diluted	(2.04)	(0.93)

2. OPERATIONS AND STATUS OF COMPANY''S AFFAIRS

During the year under review, your company was not into operations and therefore has a NIL turnover
as against previous year''s turnover of Rs. 143.67 lakhs. The Company has incurred a net loss of Rs.
61.31 lakhs as against a net loss after tax of Rs. 27.87 lakhs during the previous financial year.

3. MATERIAL EVENTS DURING THE FINANCIAL YEAR AND UP TO THE CURRENT DATE

3.1. The Company issued a notice of postal ballot on 29^th April 2024 pursuant to Sections 108 and 110
of the Companies Act, 2013, and the relevant rules, considering the following transactions:

1. Shifting of the registered office of the Company from Hubli in the State of Karnataka to
Hyderabad in the State of Telangana

2. To avail unsecured loan from Directors of the Company, beyond the specified statutory limits,
for working capital purpose.

3. SPP & Associates", Practicing Company Secretaries of Hyderabad are appointed as the
Scrutinizer to conduct the aforesaid postal ballot and scrutinize the e-voting process. The remote e-
voting process concluded on Tuesday 04th June, 2024, at 5:00 p.m. (1ST), post which the Scrutinizer
has submitted his report and the results of the Postal Ballot were declared on 05^th June 2024.

3.2.1. The Company has made an application on 18^th July 2024 with Regional Director for shifting pf
registered office of the Company from "Hubli in the State of Karnataka" to "Hyderabad in the State of
Telangana". The Company had received the order for approval of shifting of registered office of the
company from the Hubii, Karnataka to Hyderabad, Telangana on 12^th February 2025 and the certified
true copy of the order was received on 26^th February 2025.

3.2.2. The Company shifted its registered office to 3rd Floor, D.No. 2-93/8 & 2-93/9, White Fields
Kondapur Hyderabad, Telangana, India 500084 with effect from 21^st March 2025.

3.3. The Company has applied for reclassification of promoters on 01^st March 2024 which was pending
for approval during the Financial Year 2024-25 and the Company has received the approval form BSE
in the month of July 2025,

4. DIVIDEND

Since the company has incurred losses during the year under review, the company is not in a position
to consider payment of any dividend.

5. AMOUNT PROPOSED TO BE CARRIED TO RESERVE:

In view of the financial position of the Company during the FY 2024-25, the company does not propose
to transfer any amount to the reserves.

6. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy for the Company including
identification therein of elements of risk, which in the opinion of the Board may threaten the existence
of the Company. The Company has been making constant efforts to continue its status as a going
concern.

7. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Directors of the company have laid down internal financial controls in terms''of the policies and
procedures for ensuring the orderly and efficient conduct of its business, including adherence to
Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information. Such internal financial controls are adequate for the size and operations of the
Company and were operating efficiently.

8. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 - POSH

Since the Company has less than 10 employees during the Financial Year 2024-25, the provisions of
POSH and maternity benefit Act are not applicable to the Company.

9. VIGIL MECHANISM

The company has established a vigil mechanism ("mechanism") by way of a whistle blower policy for
reporting of genuine concerns and/or grievances. The said mechanism provides adequate safeguards
against victimization of persons who use the mechanism and also provides direct access to the
chairman of the audit committee in appropriate or exceptional cases.

10. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public at the beginning of the year nor has it
accepted any public deposits during the year under review.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not given any loans or guarantees or provided security
in connection with any loan or acquired securities of any other body corporate in terms of Section 186
of the Companies Act, 2013 ("Act").

12. CHANGE IN COMPOSITION OF BOARD OF DIRECTORS

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the
Company, following Directors and Key Managerial Persons were appointed during the financial year.

1. Mrs. Bindumalini Krishnan (DIN:08018301) who was appointed as Additional Director (Non¬
executive Independent Woman Director) on 14^th February, 2024 has been regularized as a Non-
exectuive Independent Women Director of the Company in the 39^th Annual General Meeting held on
20^th September 2024.

2. Mr. Sunil Kumar Kosuru (DIN: 02868054) who was appointed as Additional Director (Non¬
executive Independent Director) on 14th February, 2024 has been regularized as a Non-executive
Independent Director of the Company in the 39^th Annual General Meeting held on 20^th September
2024.

3. Mr. Katta Sundeep Reddy (DIN:06458901) who was appointed as Additional Director and
Managing Director, has been regularized as an Managing Director in the AGM held on 20^th September
2024.

4. Mr. Sahil Arora (DIN:07143414) who was appointed as Additional Director (Non-executive
Director) on 14th February, 2024 has been regularized as a Director of the Company in the 39^th Annual
General Meeting held on 20^th September 2024.

5. Mrs. Khusboo Jain has been appointed as Company Secretary on 17^th September 2024.

The following Directors and Key Managerial Persons resigned during the financial year.

1. Ms. Lakshmi Jyotsna, Company Secretary of the Company resigned on 18^th July 2024.

13. NUMBER OF MEETINGS BOARD

During the financial year 2024-25, the Company held 8 meetings of the Board of Directors on 25^th April
2024, 29^th May 2024, 25^th June 2024, 07^th August 2024,17^th September 2024, 23^rd October 2024,10^th
February 2025 and 21^st March 2025. Details of attendance by the Directors at the Board Meetings
during their tenure during the financial year and the previous Annual General meeting held on
September 20,2024 are furnished below:

SI. No	Name of Director	No of Board Meetings held during the tenure of Director	No of Board Meetings attended	Attendance at the last AGM
1.	Mr. Katta Sundeep Reddy	8	7	Yes
2,	Mrs. Bindumalini Krishnan	8	6	Yes
3.	Mr. Sahil Arora	8	5	Yes
4.	Mr. Sunil Kumar Kosuru	8	6	Yes

14. DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149
OF THE COMPANIES ACT 2013

As required under the provisions of Section 149(6) of the Companies Act, 2013, Company has received
declarations from the independent Directors viz. Mrs. Bindumalini Krishnan and Mr. Sunil Kumar
Kosuru, stating that they have met the criteria of independence. In the opinion of the Board, Mrs.
Bindumalini Krishnan and Mr. Sunil Kumar Kosuru have fulfilled the conditions specified in the Act and
rules for appointment as Independent Directors and they are independent of management of the
Company.

15. EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has carried out an evaluation of the performance of individual directors, Committees
constituted by the Board and the Board as a whole during the financial year under report, through a
process of personal discussions followed by a review to determine and enhance the effectiveness of
the individual Directors, Committees and the Board.

16. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY OF THE COMPANY

d) they have prepared the annual accounts on a going concern basis;

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

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

19. EXEMPTIONS TO SMALL COMPANIES FROM CORPORATE GOVERNANCE

Since the paid up capital of the company is less than Rs 10 crore and the networth is less than Rs 25
crore, the Company is exempted from the provisions of Clause 49 of the erstwhile Listing Agreement
upto November 30,2015 and from the provisions of corporate governance as specified in Regulations
17 to 28 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which came
into force from December 1, 2015. In view of the same, details relating to compliance with the
provisions of Corporate Governance have not been furnished in this Report.

20. BOARD AND ITS COMMITTEES

a. Board Meetings

Eight Board Meetings were held during the financial year 2024-25 on 25^th April 2024, 29^th May
2024, 25^th June 2024, 07^th August 2024,17^th September 2024, 23^rd October 2024,10^th February 2025
and 21^st March 2025

b. Audit Committee

Five Audit Committee meetings were held during the financial year 2024-25 on 29^th May 2024, 25^th
June 2024,07^th August 2024,23^rd October 2024,10^th February 2025. The Audit Committee of Directors,
during the financial year comprises of Mrs. Bindumalini Krishnan, Mr. Sahil Arora, and Mr. Sunil Kumar
Kosuru. The Audit committee has reviewed the financial statements of the Company for the financial
year 2024-25 and the report of the auditors thereon before they were submitted to the Board for
approval. The composition of the Committee is in line with the provisions of Section 177 of the Act.

c. Nomination and Remuneration Committee ("NRC")

Two NRC meetings were held during the financial year 2024-25 on 07^th August 2024 and 17^th
September 2024. The NRC of Directors consists of Mr. Sunil Kumar Kosuru, Mr. Sahil Arora and Mrs.
Bindumalini Krishnan. The composition of the Committee is in line with the provisions of Section 178
of the Act.

d. Corporate Social Responsibility Committee

As regards the applicable provisions of the Act and the Rules framed there under, the Company is not
required to constitute a Corporate Social Responsibility Committee as the Company is currently into
losses. Therefore, the provisions relating to CSR are not applicable to the Company during the year.

The Nomination and Remuneration Committee ("NRC") recommends the reconstitution of the Board
as and when required. It also recommends to the Board, the appointment of Directors having good
personal and professional reputation and conducts reference checks and due diligence of all Directors
before recommending them to the Board.

In accordance with the provisions of Section 178 of the Act, the Board of Directors have adopted a
Policy on Board Diversity and Director Attributes and the Remuneration Policy. The Policy on Board
Diversity and Director Attributes has been framed to encourage diversity of thought, experience,
knowledge, perspective, age and gender in the Board.

17. KEY MANAGERIAL PERSONNEL

The following persons are appointed as Key Managerial Personnel of the Company during the financial
year pursuant to the provisions of Section 203 of the Companies Act, 2013:

1. Mr. Katta Sundeep Reddy: Managing Director

2. Mr. Kiran Kumar Bolaram; Chief Financial Officer

3. Mrs. Khusboo Jain: Company Secretary

The following persons resigned as Key Managerial Personnel of the Company during the financial year:
1. Mrs. Lakshmi Jyothsna Naraharisetty: Company Secretary

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the internal financial controls and compliance systems of the Company, work performed by
the internal, statutory and secretarial auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, the Board is of the opinion that the
Company''s internal financial controls were adequate and effective during FY 2024-25.

Accordingly, pursuant to the provisions of Section 134(3) and 134(5) of the Act, the Board of Directors
to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been
followed and that there are no material departures;

b) 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 loss of the Company for that period;

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

e. Stakeholders Relationship Committee

One meeting was held on 21^st March 2025 during the FY. Following Board members constitute the
Stakeholders Relationship Committee. The current Stakeholders Relationship Committee consists of
Mr. Sahil Arora, Mrs. Bindumalini Krishnan and Mr. K. Sundeep Reddy.

21. STATUTORY AUDITORS

At the 37^th Annual General Meeting held on September 20,2022, the members have re-appointed M/s
Rao Associates as the statutory auditors for a term of 5 years i.e. from the conclusion of the 37^th
Annual General Meeting upto the conclusion of the 42^nd Annual General Meeting. However, M/s Rao
Associates have expressed their inability to continue as statutory auditors of the Company and
tendered their resignation w.e.f. 29^th May 2024,

In this regard, the members in the 39^th Annual General Meeting, appointed M/s V. Rao Gopi Chartered
Accountants (bearing registration no. 003153S) as the statutory auditors of the Company for a period
of five (5) years consecutive years to audit the books of accounts of the Company from 01^st April 2024
till 31^st March 2029 who are eligible to act as statutory auditors of the Company and confirmed their
eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for the
appointment as Statutory Auditors of the Company.

22. ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

The Company has adopted the Indian Accounting Standards pursuant to the provisions of Ind AS Rules,
with effect from April 1,2017.

23. EXPLANATION ON STATUTORY AUDITORS'' REPORT

i.The Independent Auditors Report received from the Statutory Auditors does contain qualifications,
material uncertainty and emphasis on matters pursuant to the provisions of the Companies Act, 2013
and hence the Board of Directors have furnished explanations as given below:

SI N o	Audit Qualificatio n	Auditor Comment	Auditor Opinion	Management Explanation
1.	The	No provision has	QUALIFIED	Company availed inter
	company	been made in respect	OPINION	corporate deposit (ICD) of
	has not	of interest payable		Rs.2.45 crores from its
	provided	on Inter Company		group company, Miven
	for interest	Loans amounting to		Myfran Conveyors Private
	expenditur	INR 11.26 Lakhs as		Limited. The said ICD
	e on inter-	indicated in Note:		amount alongwith
				interest will be written as

	corporate loan,	25(D) to Standalone Ind AS financial statements. The company has not provided any documentary evidence for not recognizing these liabilities as claims. This has resulted in overstatement of total comprehensive income and other equity and understatement of current liabilities by the said amount.		Company not able to repay the amount due to losses of the Company. Company is in the process to formalise the same in due course of time and will also execute necessary documents to written off ICD amount. Hence, no provisions have been made for interest payment. Even in the books of accounts of Miven Myfran Conveyors Pvt Ltd also not provided any provision for interest on ICD. Management opined that there is no financial impact or any impact to the Stakeholders. The said amount will be written off during the FY 25-26 as per the Agreement.
2.	As of 31 March 2025, the Company''s liabilities exceeded its total assets by INR 551.75 Lakhs. Further, the company has no tangible property, plant and equipment, no inventory and no employees on its rolls as on the	We draw attention to Note 25(A) in the Standalone Ind AS Financial Statements which indicates that the Company''s liabilities exceed its total assets by INR 551.75 Lakhs as at 31st March, 2025. The company has no tangible property, plant and equipment, no inventory and no employees on its rolls as on the reporting date except Key Managerial Persons. As stated therein these events or conditions indicate that a material uncertainty exists	Material uncertainty related to Going Concern	The Company has been looking for appropriate business opportunities during the Financial Year 24-25. The Board has decided to alter the main objects of the company to take up new business. The Company is expecting to start its operations at earliest.

	reporting	that may cast
	date.	significant doubt on the company''s ability to continue as a going concern. Our opinion is not modified in respect of this matte
		r.

24. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. Surya
Prakash, Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report in Form MR-3 received from the said Secretarial auditor is annexed to this report. The
observations of the Secretarial Auditors and the management comments are furnished below:

S-No.	Audit Qualification	Management Explanation
1.	the status of the Company on the BSE website shows "SDD Non-Com pliant"	during the audit period the company has made all the required updates and has maintained the SDD software as required under the SEBI (Prohibition of Insider Trading) Regulations 2015, but the status of the Company on the BSE website still shows "SDD Non- Compliant". However, the Company has requested the stock exchange to conduct the SDD audit in order to change the status from SDD Non-Compliant to SDD compliant accordingly. The Company is awaiting the response from the BSE,

25. SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company complies with Secretarial Standards 1 and 2,
relating to the ’Meetings of the Board of Directors'' and ''General Meetings'', respectively as issued by
the Institute of Company Secretaries of India ("ICSI") and approved by the Central Government.

26. RELATED PARTY TRANSACTIONS

During the year, the Company has not entered into any transactions with Related Parties which are
not in its ordinary course of business or not on an arm''s length basis and which require disclosure in
this Report in terms of the provisions of Section 188(1) of the Act.

Also, there are no material contracts or arrangements or transactions with Related Parties on an arm''s
length basis with respect to transactions covered under Section 188(1) of the Act. Hence form AOC-2
has not been attached to this report

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

During the year under review the Company has received an order for approval of shifting of registered
office from Hubli, Karnataka to Hyderabad, Telangana by the Regional Director - Hyderabad on 12^th
February 2025.

No other significant and material orders were passed.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION
143

The auditors of the company have not reported any fraud under sub-section (12) of Section 143 of the
Companies Act, 2013 whether reportable to the Central Government or otherwise and hence no
details are furnished in this regard.

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

Information required rules 8(3)(a) and (b) of the companies (accounts) rules, 2014, concerning
conservation of energy, technology absorption and foreign exchange outgo is nil.

30. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business during the year.

31. DETAILS PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER
SECTION 197(12) OF THE ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information stipulated under Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is furnished below:

i)The ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the financial year 2024-2025:

No Remuneration has been paid to the Managing Director or any other Director of the Company and
sitting fees have been paid to all the Directors.

ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary - if any in the financial year 2024-2025:

There was no increase in remuneration to CFO or Company Secretary during the financial 2024-2025
and no remuneration has been paid to any of the Directors of the Company.

iii) The percentage increase in the median remuneration of employees in the financial year 2024-
2025:

There was no increase in remuneration of employees during the year.

iv) The number of permanent employees on the roles of the Company: As on current date there
are only two Employees in the Company.

v) The explanation on the relationship between average increase in remuneration and Company
performance:

There was no increase in remuneration and since the company is under loss, explanation is not
necessary.

vi) Comparison of the remuneration of the key managerial personnel against the performance of
the company:

Since the Company is making operating loss, no comparison is possible.

vii) The key parameters for any variable component of remuneration availed by the directors:

Not Applicable.

viii) The ratio of the remuneration of the highest paid director to that of the employees who are not
directors but receive remuneration in excess of the highest paid director during the year:

Not Applicable

ix) Average percentile increase already made In the salaries of employees other than the
managerial personnel in the past 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 was no increase in the salaries of employees and managerial personnel, hence no comparison is
possible.

x) During the year under review, there was no employee who was in receipt of a remuneration of
Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum and hence the particulars of the employees as

required iri terms of Sub Rule 2 of Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are not attracted.

xi) Variations in the market capitalization of the company, price earnings ratio as at the closing date

of the current financial year and previous financial year and percentage increase over decrease in the
market quotations of the shares of the company in comparison to the rate at which the company came
out with the last public offer in case of listed companies.

The equity shares of the company are listed on BSE Ltd. These shares are very thinly traded on Stock
Exchange. The opening price during the financial year under report was Rs. 95.00 and the closing price
was Rs. 105. The market capitalization of the company as on March 31,2025 was Rs. 3153.68 lakhs as
against Rs. 2800.16 lakhs on March 31, 2024.

Since the company has been incurring losses, the computation of price earnings ratio is not applicable.

32. ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the annual return
for FY 2024-25 will be displayed on our website: www.mivenmachinetoois.in

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report as required under Para (B) of Schedule V read with
Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
attached in Annexure B and forms part of this Report.

34. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE
ACCOUNT

The company does not have any shares in the demat suspense account or unclaimed suspense account
and hence the question of making any disclosure in this regard does not arise.

35. DISCLOSURE ON CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE (IBC)

The Company has not made any application, nor any proceeding are pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year 2024-2025

36. 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 - NOT APPLICABLE

37. ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the continuing support of the stakeholders of the
Company. The Board also records its appreciation of the services rendered by the management of the
Company.

On behalf of the Board of Directors
For Miven Machine Tools Limited

Digitally signed by

. BINDUMALIN hnoumauw

K. XuncUen Qs.^h IKRISHNAN Date: 2025.08.06

1 j 170954 05^,30’

Katta Sundeep Reddy Name: Bindumalini Krishnan

Managing Director ^ ^ Independent Director

DIN: 06458901 DIN: 08018301

(Is (\C.\

Date: 06^th August 2025
Place: Hyderabad

--//

---

Mar 31, 2024

The Directors present the Thirty Ninth Annual Report and the Audited Financial Statements of Miven Machine Tools Limited (“Company”) for the Financial Year (“FY”) ended March 31, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS (Rs. in lakhs)
FINANCIAL RESULTS	Financial Year ended 31-03-2024	Financial Year ended 31-03-2023
Revenue from Operations	143.67	102.40
Other income	13.93	90.91
Total income	157.60	193.31
Operating Expenses	306.47	217.64
Loss before exceptional item	(148.87)	(24.34)
Exceptional item	121.00	762.41
Net Loss / Profit	(27.87)	738.07
Other comprehensive income	0	2.83
Total Comprehensive Income	(27.87)	740.90
Earning per share
Basic	(0.93)	24.67
Diluted	(0.93)	24.67

2. OPERATIONS AND STATUS OF COMPANY’S AFFAIRS

During the year under review, your company achieved a turnover of Rs. 143.67 lakhs from manufacturing operations as against the previous year’s turnover of Rs. 102.40 lakhs. The Company has incurred a net loss of Rs. 27.87 lakhs as against a net profit after tax of Rs. 740.90 lakhs during the previous financial year.

The machine tools industry continues to be passing through a period of recession and as a result the Company has been incurring operating losses year after year.

3. MATERIAL EVENTS DURING THE FINANCIAL YEAR AND UP TO THE CURRENT DATE

3.1 Corporate Restructuring and Takeover:

During the period under review, following developments have taken place in the matter of takeover of the Company by the acquirers viz. (1) Mr. Sundeep Reddy and (2) Mr. Sahil Arora :

The promoters of Miven Machine Tools Limited (“Target Company") entered into a Share Purchase Agreement (“SPA") to sell 22,52,600 equity shares of Rs 10 each with Mr. K. Sundeep Reddy and Mr. Sahil Arora (‘acquirers") at a consideration of Rs 5/- per share on September 07, 2023. This SPA triggered open offer under the provisions of Regulation 3 and 4 of SEBI (Substantial Acquisition and Takeover) Regulations, 2011 (“SEBI Takeover Regulations “). Public announcement and open offer for acquiring the balance 7,50,900 equity shares of Rs 10 each from the public shareholders was made by the acquirers and the same was filed with the BSE Limited on September 07,2023. Detailed Public statement was published in the newspapers on September 13, 2023 and copies of the same were filed with BSE on September 14,2023. Draft letter of offer was filed with SEBI by Saffron Capital Advisors Private Limited, the merchant bankers appointed by the acquirers on September 22, 2023 fixing the price of open offer as Rs 17.08 per share and the same was approved by SEBI on November 03, 2023. Letter of offer for tendering the shares in the open offer dated November 06, 2023 is proposed to be despatched by the acquirers to the public shareholders on November 11, 2023. The tendering of shares by the public shareholders commenced on November 20, 2023 and closed on December 04, 2023. The recommendation of the Committee of Independent Directors of the target company at their meeting to be held on or before November 16 2023, as per the requirements of Regulation 26(7) of the SEBI Takeover Regulations, 2011 was published in the newspapers on November 17, 2023.

Accordingly, the acquirers have acquired 22,52,600 Equity Shares aggregating to 75.00% of the existing paid up equity share capital of the company, through Share Purchase Agreement dated 07-09-2023 executed between M/s. N A Sirur (Hubli) Private Limited, Mr. Vikram Raghavesh Sirur, Mrs. Alka Sirur and Mr. K. Sundeep Reddy & Mr. Sahil Arora.

3.2.1 The Company issued a notice of postal ballot on 29^th April 2024 pursuant to Sections 108 and 110 of the Companies Act, 2013, and the relevant rules, considering the following transactions:

1. Shifting of the registered office of the Company from Hubli in the State of Karnataka to Hyderabad in the State of Telangana.

2. To avail unsecured loan from Directors of the Company, beyond the specified statutory limits, for working capital purpose.

“SPP & Associates”, Practicing Company Secretaries of Hyderabad are appointed as the Scrutinizer to conduct the aforesaid postal ballot, scrutinize the e-voting process and issue the report. The remote e-voting process concluded on Tuesday 04^,h June 2024, at 5:00 p.m. (1ST), post which the Scrutinizer has submitted his report and the results of the Postal Ballot were declared on 05^th June 2024.

3.2.2 The Company has made an application on 18^lh July 2024 with Regional Director for shifting of registered office of the Company from “Hubli in the State of Karnataka” to “Hyderabad in the State of Telangana”, the application is pending for approval as on date of this report.

4. DIVIDEND

Since the company has incurred operating losses during the year under review, the company is not in a position to consider the payment of any dividend. ^y

5. AMOUNT PROPOSED TO BE CARRIED TO RESERVE:

!" ''''^{iew of tl,e} financial position of the Company during the FY 2023-24, the company does not propose

to transfer any amount to the reserves. ^{H p}

⁶'' provisions ™^{E L}°^{ANS TAKEN FROM RELATED PARTIES AND} other

A. During the year under review, the Company has written off of the loans taken from the related parties, after obtaining the consent from the concerned parties:

SI No	Name of the party	Relationship	Principal amount Rs	Accrued interest Rs	Total amount Rs
1	Mi veil May fran Conveyors Private Limited	Enterprises in which KMP and their relatives are able to exercise significant influence (Part of the Year)	22495128	12443765.8	34938893 8
2	Sundeep Reddv Katta	Key Managerial Person	197222		197999
	Total		22692350.00	12443765.8	35136115.80

B. Writing off of the prov isions pertaining to the previous years:

^{h3S Written} “I⁶ P^rovisions Plaining to previous financial year and other vendor

mentioned bdow:^ ^f<” ³ >“"• “^d »»- Adored

SI No	Particulars	Amount Rs
1	Provision For Bonus	2233720
2	Super Annuation Fund Payable	895353
3	Unpaid Bonus	12618
4	Super Animation Fund Trust	64073
5	Security Deposit from Others	341597
6	Outstanding Liabilities	8552518
	Total	12099879

C. The Company has recognized a sum of Rs. 8,95.353 upon closure of the Superannuation Fund Trust maintained with Life Insurance Corporation of India

^D'' ^{effect 0f ad}J^{ustments and the} exceptional items mentioned above works out to Rs

1,20,99,879 and has been added back to the income during the financial year.

7. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy for the Company including identification therein of elements of risk, which in the opinion of the Board may threaten the existence

ot the Company. The Company has been making constant efforts to continue its status as a going concern. ⁶ ®

8. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Directors of the company have laid down internal financial controls in terms of the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to C ompany s policies, the safeguarding of its assets, the prevention and detection of frauds and errors the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Such internal financial controls are adequate for the size and operations of the Company and were operating efficiently. ^{y y}

9. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 UKKPLACE

The Company has no tolerance for Sexual Harassment at Workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace ("Policy''''). The Company has not received any complaints under the Prevention of Sexual Harassment Act for the FY 2023-24.

10. VIGIL MECHANISM

The Company has established a Vigil Mechanism ("Meclianism") by way of a Whistle Blower Policy for reporting of genuine concerns and/or griev ances. The said Mechanism provides adequate safeguaids against victimization of

persons who use die mechanism and also provides direct access to the Chaiiman of the Audit Committee in appropriate or exceptional cases.

11. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public at the beginning of the year nor has it accepted any public deposits during the year under review.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not given any loans or guarantees or provided security in connection with any loan or acquired securities of any other body coiporate in terms of Section 186 of the Companies Act, 2013 ("Act”).

13. CHANGE IN COMPOSITION OF BOARD OF DIRECTORS

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, the following Directors and Key Managerial Persons were appointed during the financial year with effect from 14^th February 2024.

1. Mr. Bindumalini Krishnan has been appointed as Additional Director (Non-executive Independent Woman Director)

2. Mr. Sunil kumar Kosuru has been appointed as Additional Director (Non-executive Independent Director)

3. Mr. Katta Sundcep Reddy has been appointed as Additional Director (Managing Director)

4. Mr. Sail11 Arora has been appointed as Additional Director (Non-executive Director) on 14th

February, 2024. ’

5. Mr. Kiran Kumar Bolaram has been appointed as a CFO on 14th February, 2024

6. Mrs. Lakshmi Jyothsna Naraharisetty has been appointed as a Whole-time Company Secretaiy.

The following Directors and Key Managerial Persons resigned during the financial year.

1. Mr. Vikram R Sirur resigned as Managing Director on 14^,h February, 2024.

2. Mr Nandan M Balwaii, Mr. Anand Kamalapur, Mr. Alka V Sirur’resigned as Director on I4''^h February, 2024.

3. Mrs. Lakshmi Jyothsna Naraharisetty resigned on 18th July, 2024.

14. NUMBER OF MEETINGS OF THE BOARD

^{11,6 Comp}f^{y he,d 4 mee}t''ngs of the Board of Directors on 30"- May r⁰"^Jh ^AUgUS, "°^23, . ^{November 2023}’ ¹³ February 2024. Details of attendance by the Directors at the Boaid Meetings during their tenure during the financial year and the previous Annual General meeting held on September 23, 2023 are furnished below: ^b

No	Name of Director	No of Board Meetings held during the tenure of Director	^ No of Board Meetings attended	Attendance at the last AGM
1	Mr. Vikram R Sirur	4	4	Yes
2	Mr. Nandan M Balwalli	4	4	Yes
3	Mr, Anand B. Kamalapur	4	4	Yes
4	Mrs. Alka Vikram Sirur	4	4	Yes
5	Mr. Katta Sundeep Reddy	0	0	Not Applicable
6	Mrs. Bindumalini Krishnan	0	0	Not Applicable
7	Mr. Sahil Arora	0	0	Not Applicable
8	Mr. Sunil Kumar Kosuru	0	0	Not Applicable

^,s'' SSS^SSKSSESKS^{D,RECT0RS tNDER SU}^^EC™^N»

As required under the provisions of Section 149(6) of the Companies Act, 2013, the Company has

M Bllwall, and°T 7 ^ 7^7^{Independent Directors viz}- ^Mr- ^A™''d Kamalapur. Mr Nandan RinH, r '' ^fr0? ^{the newly a}PP°^lnted directors on 14th February 2024 namely Mrs

mdumalim Krishnan and Mr. Sunil Kumar Kosuru, stating that they have met the criteria of in ependence. n the opinion of the Board, all the above mentioned directors have fulfilled the conditions specified in the Aet and rules for appointment as Independent DirectX

16. EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has earned out an evaluation of the performance of individual directors Committees constituted by the Board and the Board as a whole during the financial year under report through a

h f ^perSOnal d’scussions followed by a review to determine and enhance the effectiveness of the individual Directors, Committees and the Board. ness ^{or me}

¹⁷ ™e C0MP^NAW^{P0,NTMENT OF DIRECTORS AND} REMUNERATION POLICY OF

The Nomination and Remuneration Committee ("NRC”) recommends the reconstitution of the Board

oerttlT ^CH ^reqf'' I⁸''^{50 reCOmmendS} *° ^{the Board}> ^the appointment of Directors having good personal and professional reputation and conducts reference checks and due diligence of all Directors before recommending them to the Board. directors

In accordance with the provisions of Section 178 of the Act, the Board of Directors have adopted a Policy on Board Diversity and Director Attributes and the Remuneration Policy. The Policy on Bold Diversity and Director Attributes has been framed to encourage diversity of thought experience knowledge, perspective, age and gender in the Board. ^{8 P} ’

18. KEY MANAGERIAL PERSONNEL

The following persons are appointed as Key Managerial Personnel of the Company during the financial year pursuant to the provisions of Section 203 of the Companies Act, 2013: ^&

1. Mr. Katta Sundeep Reddy: Managing Director

2. Mr. Kiran Kumar Bolaram: Chief Financial Officer

3. Mrs. Lakshmi Jyothsna Naraharisetty: Whole-time Company Secretary

The following Key Managerial Personnel of the Company have resigned during the financial year:

1. Vikram R Sirur: Managing Director

2. Mrs. Lakshmi Jyothsna Naraharisetty'': Company Secretary

19. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the internal financial controls and compliance systems of the Company work Deformed hv the internal, statutory and secretarial auditors and the reviews performed by Managemem Tnd lelevant Board Committees, including the Audit Committee, the Board is of the opinion that the mpany s internal financial controls were adequate and effective during FY 2023-24.

22”^{,,,d ,34<5)} °^f,h'' "¦^,b''

¦’ ^{,he ,pp,}''“^{bte a}“^o“ⁿ"^ne ”^,nd"^{n,s h,ve b}“ⁿ

b) 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^ ofS>s of the company at the end of the financial year and of the loss of the Company forthat period

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of the Conipfnv and for preventing and detecting fraud and other irregularities; ^

d) they have prepared the annual accounts on a going concern basis;

^C) Sib³? ''^al? ^dr ^intST^{al f}''^{naMcial controls 10 be} followed by the company and that such internal financial controls were adequate and operating effectively; and

⁰ Si! ^df^{ViS£d Pr}°^{per SyS}!^{ems t0 ensure} compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. EXEMPTIONS TO SMALL COMPANIES FROM CORPORATE GOVERNANCE

Since the paid up capital of the company is less than Rs 10 crore and the networth is less than Rs crore, the Company is exempted from the provisions of Clause 49 of the erstwhile Listing Agreeing

21. Board and its Committees

a. Board Meetings

“S “mSSSK* ⁿⁿ‘"^cial y“²⁰²³''²⁴ 30,1 May 2023’ ^l4‘ ²Â°²³-

// v. ___ ..

b. Audit Committee

Four Audit Committee meetings were held during the financial year 2023-24 on 30''^h Mav 2077 141, August 2023 11* November 2023, .3* Februaiy 2024. The aU Committee of Doctors at the beginning of the financial year comprised of Mr. Nandan M Balwalii, Mr. Alka V Sirur and Mr Anand Kamalapur. Following the reconstitution of the Board, the newly appointed bo d n emters we e nominated as members of the Audit Committee. The current Audit Committee now comprises Mrs

review”?,¹!!¹ 5^>lshna”’ ^{Mr Sahl1 Arora}- *"d Mr. Sunil Kumar Kosuru. The Audit committee has c ewed the financial statements of the Company for the financial year 2023-24 and the report of the auditors thereon before they were submitted to the Board for approval. Tie compoS of L Committee is in line with the provisions of Section 177 of the Act. ^

c. Nomination and Remuneration Committee ("NRC”)

n”^e ftbraaw20M ^d^e^Rr^fn ^T’Tf^{8 WaS held durin}8 ^,he ^cial year 2023-24 on

Boaid. the newly appointed board members were nominated as membei/of the Nomination and Remun^e.a^ti^on Committee. The current NRC consists of Mr. Sunil Kumar Kosuru Mr Sahil Arora and

178 of Ihe Act ^{The C}°^mp0Siti0n °^{f the Coraniittee} is in line with the provisions of Section

d. Corporate Social Responsibility Committee

As regards the applicable provisions of the Act and the Rules framed there under, the Company is not required to constitute a Corporate Social Responsibility Committee. ^ ^

e. Stakeholders Relationship Committee

^l^b^2^^^iPF^^mi‘^T^{ee,i,,8S We}''^{e hdd dUring} "^{,e financial} y^ear 2023-24 on

»^{f Mr}- - £Z?2S2i

22. REAPPOINTMENT OF STATUTORY AUDITORS:

^At^n,1Ual S^e,’^{eral Mee,i}"^{8 held on Se}P^tember 2°. 2022, the members have re-appointed M/s Rao Associates as the statutoiy auditors for a term of 5 years i.e. from the conclusion of tho V7«h

Annual Gcner*! Meeting upto He conclusion of (be 42“ Annual General Meeting However M/s Rao ,beSJata w.eTS''lSy <* «* Company and tendered

account, of the Company from’ or*Mm-SSJ M2?X''me cbgMe statutory

Machine Tools

«“^d*?^rS °^f*^eD^CT^Pl^{ny a}"^{d conflm,ed} their eligibility under Section 141 of the Companies Act 2013 ct and the Rules framed thereunder for the appointment as Auditors of the Company.

23. ACCOUNTING STANDARDS FOLLOWED BV THE COMPANY:

SStaXn Sr" ^A“°^nn,i"^{s S}''*”^d“^{rds p}™"''^,0,6'' ^p,ovisl°"*of¹"1 AS Rute,

24. EXPLANATION ON STATUTORY AUDITORS’ REPORT

The Independent Auditors Report received front the Statutoiy Auditors does contain qualifications material uncertainty and emphasis on matters pursuant to the prov isions of Companies Act 2013 and hence the Board of Directors have furnished explanations as given below:

26. SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company complies with Secretarial Standards 1 and 2, relating to the ''Meetings of the Board of Directors'' and ''General Meetings'', respectively as issued by the Institute of Company Secretaries of India ("ICSI") and approved by the Central Government.

27. RELATED PARTY TRANSACTIONS

During the year, the Company has not entered into any transactions with Related Parties which are not in its ordinary course of business or not on an arm''s length basis and which require disclosure in this Report in terms of the provisions of Section 188(1) of the Act.

Hence, the details of material contracts or arrangements or transactions with Related Parties on an ami’s length basis with respect to transactions covered under Section 188(1) of the Act are not attached to this report. Hence form AOC-2 has not been attached to this report.

Management discussion and analysis report ns required under Para (B) of Schedule V read with Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached in Annexure B and forms part of this Report.

35. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMFn SUSPENSE ACCOUNT

The company does not have any shares in the demat suspense account or unclaimed suspense account and hence the question of making any disclosure in this regard docs not arise.

36. DISCLOSURE ON CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC)

The Company has not made any application, nor any proceeding are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-2023.

37. 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 - Not Applicable

38. ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the continuing support of the stakeholders of the Company. The Board also records its appreciation of the services rendered by the management of the Company.

---

Mar 31, 2012

To The Members,

The Directors wish to submit their 27th Annual Report and Audited Accounts for the year ended 31st March, 2012.

(Rs. in lakh) Year ended Year ended FINANCIAL RESULTS: 31.03.2012 31.03.2011

Gross Income 932.94 624.50

Less : Excise Duty 79.63 52.90

853.31 571.60

Profit (Loss) Before

Interest & Depreciation 8.66 14.38

Interest 81.93 73.02

Depreciation 12.50 14.86

Net Profit/(Loss) (85.77) (73.50)

Charge on account of transitional provisions for Gratuity under Accounting Standard 15 - -

Loss brought forward (641.66) (568.16)

Deficit carried, to Balance Sheet (727.43) (641.66)

OPERATIONS :

During the year under review, your company achieved a turnover of Rs. 853.31 lakhs excluding Excise Duty as against previous year's turnover of Rs. 571.60 lakhs excluding Excise Duty and suffered a loss of Rs. 85.77' lakhs as against previous year's net loss of Rs. 73.50 lakh. Your company manufactured and dispatched 18 machines during the year under report as against 13 machines during the previous year.

Your company's order book position at the beginning of the year under report consisted of 24 machines for a value of Rs. 978.39 lakhs.

During the year, your company received orders for 9 machines for a value of Rs. 366.95 lakhs.

Though there is increase in the in-house manufacturing activity during the year under report, the material consumption has increased to 74.83% as compared to that of previous year of 71.76%

DEPOSIT:

During the year under report, the company has not accepted any deposits from the public.

DIVIDEND:

In view of the loss for the year and the unabsorbed accumulated losses of the earlier years, your directors regret their inability to recommend dividend for the year under report.

PROSPECTS:

Though the overall economic outlook is satisfactory, inflationary trends and slowdown in automobile and certain sectors of the engineering industry is noticeable, the company has an encouraging order book.

However, shortage of adequate working capital and high interest rates are areas of concern.

Your company has weathered a difficult year and is considering avenues for raising sufficient funds to meet its working capital requirements which will help improve its performance during the current year.

DIRECTORS RETIRING BY ROTATION:

Shyam Sirur, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment.

Mukund Muley, Director of the company, retires by rotation and being eligible, offers himself for re- appointment.

A brief profile of Directors retiring by rotation is given below:

SHYAM SIRUR

Shyam Sirur (64) holds a degree in B.E. (Elect.). He has about 42 years of experience in the field of electronics. He is the Executive Chairman of Cotmac Electronics Pvt. Ltd., Director of Cotmac Pvt. Ltd., Cotmac Electronics (Surat) Pvt. Ltd., Cotmac Telecom Pvt. Ltd., Cotmac Infotech Pvt. Ltd., Sunny Weld Pvt. Ltd., Mipro International Pvt. Ltd., N.A. Sirur (Hubli) Pvt. Ltd., Cotmac Gastech Pvt. Ltd., Sibella Pvt. Ltd., Cotmac Synergy Pvt. Ltd., Softech Controls Pvt. Ltd., Sibella Technologies (Pvt.) Ltd., Cotmac Industrial Trading Pvt. Ltd., Cotmac Precision Casting Pvt. Ltd., and Cotmac DTM EXIM Pvt. Ltd. He is also the Chairman of the Remuneration Committee and member of the Audit Committee of the Company.

MUKUND MULEY

Mukund Muley (46) holds a degree in B.E. (Elect.). He has about 24 years of experience in the field of Electronics. He is Managing Director of Cotmac Electronics Pvt. Ltd., and Director of Cotmac Electronics (Surat) Pvt. Ltd., Cotmac Telecom Pvt. Ltd., Cotmac Infotech Pvt. Ltd., Cotmac Synergy Automation Pvt. Ltd., Cotmac Gastech Pvt. Ltd., Softek Controls Pvt. Ltd., Cotmac Clasitech Singapore Pte. Ltd., Cotmac Precision Casting Pvt. Ltd., and Cotmac DTM EXIM Pvt. Ltd., and Proprietor of M & M Floriculture; Prerana Industries (Nashik) and Symo Patterns (Nashik).

Mukund Muley is a member of the Remuneration Committee of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed;

1. That in the preparation of the annual accounts . for the financial year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss for the year under review.

3. 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the accounts for the financial year ended 31st March, 2012, on a 'Going Concern' basis.

AUDITORS:

M/s. B.K. Ramadhyani and Company, Chartered Accountants, Bangalore, the auditors of the company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. You are requested to appoint auditors for the current year and fix their remuneration.

DISCLOSURE WITH REGARD TO CONSERVATION OF ENERGY, TECHNOLOGY OUTGO, ETC.

Information as required under Section 217(1)(e) of the Companies Act, 1956, forms part of this report and is given as an Annexure.

EMPLOYEES:

During the year under review, there was no employee who was in receipt of a remuneration, which is in excess of Rs. 5,00,000 per month or Rs. 60,00,000 per annum, and hence the particulars of the employees as required in terms of Section 217(2A) of the Companies Act, 1956, are not given in the report.

CORPORATE GOVERNANCE PROVISIONS:

Pursuant to the provisions of Clause 49 of the Listing Agreement, the company has adopted the provisions relating to Corporate Governance Code. Your company has complied with all the mandatory requirements of the said Corporate Governance provisions. Corporate Governance Report is furnished separately and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as per requirements under Clause-V (A) of the Corporate Governance Provisions prescribed under Clause-49 of the Listing Agreement is furnished separately and forms part of this Report.

CEO/CFO CERTIFICATION:

As required under sub Clause (V) of Clause 49 of the Listing Agreement, the Company has obtained a certificate from A.R. Menon, Executive Director and S.G. Gadagkar, Unit Manager (Accounts), confirming compliance of the aforesaid clause.

CERTIFICATE OF COMPLIANCE OF CORPORATE GOVERNANCE:

Certificate of the Auditors confirming Compliance with the provisions of Corporate Governance forms a part of this Report.

EXPLANATIONS TO THE REMARKS IN THE AUDITOR'S REPORT: SI.No.4 (a)

Legal proceedings have been initiated for recovering an amount of Rs. 14.58 lakhs. The company has a strong case and is confident of being successful. In respect of the claims made by a customer of Rs. 73.49 lakhs, the company has been advised that the claim will not stand.

IN ANNEXURE TO THE REPORT:

Re. SI.No.2 (c): The company has subsequently received the confirmations from the concerned third parties for the materials lying with them. Consequently, there is no impact on the financial statements.

Re. Sl.No.3 (a): The delay in payment of interest on loan from Holding Company was due to financial constraints. The arrears will be settled in due course.

Re. SI.No.9 (a): The company faced severe working capital crunch during the year and certain statutory payments were delayed. All the statutory over-dues have since been-settled.

Re. SI.No.9 (b) and (c): Due to financial difficulties, the payment of Fringe Benefit Tax of Rs. 2,16,976/- has been delayed. Steps will be taken to clear the same. As fully explained in Note 20(v) of the financial statements for the year ended March 31, 2012, the entire subject of payment of property tax and penalty claimed by local authorities is disputed through the Greater Hubli-Dharwad Industries Association and the matter is pending before the Government of Karnataka.

Re. SI.No.17: The Company had obtained short term facilities for its working capital requirements. However, due to financial constraints, the repayment was delayed and the character of the borrowing has changed to long term investments.

INDUSTRIAL RELATIONS:

Industrial relations with the employees of the company remained cordial, stable and satisfactory during the year under review.

ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation of the assistance and support extended by the Bankers, Financial Institutions, State and Central Governments, Customers and Suppliers to the Company. Your directors express their appreciation for the dedicated and sincere services rendered by the employees of your Company.

For and on behalf of the Board

VIKRAM SIRUR Chairman

Place: PUNE Date : 13th August, 2012

---

Mar 31, 2010

The Directors wish to submit their 25th Annual Report on the Audited Accounts for the year ended 31st March, 2010

(Rs. in lakh)

Year ended Year ended

FINANCIAL RESULTS : 31.03.2010 31.03.2009

Gross Income 515.50 601.34

Less : Excise Duty 30.07 64.10

485.43 537.24

Profit (Loss) Before

Interest & Depreciation (9.18) (5.12)

Interest 69.53 66.53

Depreciation 16.51 18.98

Net Profit / (Loss) (95.22) (90.63)

Provision for Fringe Benefit tax - 3.20 Charge on account of transitional

provisions for Gratuity under

Accounting Standard-15 - (3.41)

Loss brought forward 472.94 382.51

Deficit carried to Balance Sheet 568.16 472.94

OPERATIONS :

During the year under review, your company achieved a turnover of Rs.485.43 lakh excluding Excise Duty as against previous years turnover of Rs.537.24 lakh excluding Excise Duty and suffered a loss of Rs.95.22 lakh as against previous years net loss of Rs.87.22 lakh. Your company manufactured and despatched 9 machines during the year under report as against 13 machines during the previous year.

Your companys order book position at the beginning of the year under report consisted of 3 machines for a value of Rs.193.30 lakh.

During the year, your company received orders for 9 machines for a value of Rs.409.38 lakh.

Though there is increase in in-house manufacturing activity during the year under report, the material consumption has increased to 63.09% as compared to that of previous year of 60-77%.

DEPOSIT :

During the year under report, the company has not accepted any deposits from the public.

DIVIDEND :

In view of the loss for the year and the unabsorbed accumulated losses of the earlier years, your directors regret their inability to recommend dividend for the year under report.

PROSPECTS :

The continued global slowdown during the year continued to badly affect the order position of the company. The emerging scenario, especially the performance of the indian economy in the first quarter of this fisical, gives hopes of improved orders booking, especially for the large sized machines, for which we enjoy a niche position. Your company has established sound market acceptability for its product as is evidenced by the Company receiving repeat orders from existing customers despite showing competition. However, the biggest handicap faced by the company relates to large working capital requirements coupled with delayed settlement of bills, especially by big customers.

Your company is hopeful that there would be improvement in the financial performance during the ensuing fiscal year.

DIRECTORS RETIRING BY ROTATION :

1. Mr. Mukund Muley, Independent Director of the company, retire by rotation and being eligible, offers himself for re-appointment.

2. Mr. A R Menon, Executive Director of the company, retire by rotation and being eligible, offers himself for re-appointment.

A brief profile of the directors retiring by rotation is given below:

Mr. MUKUND MULEY:

Mr. Mukund Muley (44) holds degree in B.E.(Elect). He has about 24 years of experience in the field of Electronics. He is Managing Director Cotmac Electronics Pvt. Ltd., Director of Cotmac Electronics (Surat) Pvt. Ltd., Cotmac Telecom Pvt. Ltd., Cotmac Infotech Pvt. Ltd., Cotmac Electronics (Bangalore) Pvt. Ltd., Cotmac Gastech Pvt. Ltd., Softek Controls Pvt. Ltd. and proprietor of M & M Floriculture; Mr. Mukund Muley is a member of Remuneration Committee of the Company.

MR. A R MENON:

Mr. A R Menon (60) holds degree in B.Sc. (Engineering). He has been with this company since inception in various capacities. He has about 34 years of experience in the Engineering Industry. Mr. Menon is a member of the Audit Committee and Shareholders Grievance Committee of the Company.

Re-appointment of Mr. Vikram R Sirur as Executive Chairman:

At the Annual General Meeting held on 24-08-2007, Mr. Vikram R Sirur was re-appointed as Whole Time Director (Designated as Executive Vice Chairman) for a period of three years from 1st July, 2007 to 30th June, 2010. His term of office expires on 30th June, 2010.

The Remuneration Committee and the Board of Directors at their meeting held on 28th April, 2010 and 3rd May, 2010 respectively have recommended his re- appointment on the existing terms and conditions for a further period of three years from 1st July, 2010 to 30th June, 2013.

In view of his expertise and significant contribution to the management of the affairs of the Company, the Board recommends his re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i. That in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. That the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss for the year under review.

iii. 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, 1956 for safeguarding the assets .of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a Going Concern basis.

AUDITORS:

M/s.B K Ramadhyani & Company, Chartered Accountants, Bangalore, the auditors of the company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. You are requested to re-appoint auditors for the current year and fix their remuneration.

DISCLOSURE WITH REGARD TO CONSERVATION OF ENERGY, TECHNOLOGY OUTGO, ETC:

Information as required under Section 217 (1) (e) of the Companies Act, 1956 forms part of this report and is given in Annexure.

EMPLOYEES:

During the year under review, there was no employee who was in receipt of a remuneration, which is in excess of Rs.2,00,000 per month or Rs.24,00,000 per annum,- and hence the particulars of the employees as required in terms of Section 217 (2A) of the Companies Act, 1956 are not given in the report.

CORPORATE GOVERNANCE PROVISIONS :

Pursuant to the provisions of Clause 49 of the Listing Agreement, the company has adopted the provisions relating to Corporate Governance Code.

Your company has complied with all the mandatory requirements of the said Corporate Governance provisions. Corporate Governance Report is furnished separately forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

The Management Discussion and Analysis Report as per requirements under Clause V (A) of the Corporate Governance Provisions prescribed under Clause 49 of the Listing Agreement is furnished separately and forms part of this Report.

CEO/CFO Certification

As required under Clause (V) of Clause 49 of the Listing Agreement, the Company has obtained a certificate from Mr. A.R.Menon, Executive Director and Mr. S.A.Joshi Manager (Accounts) and Personnel Officer confirming compliance of the aforesaid clause.

CERTIFICATE OF COMPLIANCE OF CORPORATE GOVERNANCE :

Certificate of the Auditors confirming Compliance with the provisions of Corporate Governance forms a part of this .Report.

INDUSTRIAL RELATIONS :

Industrial relations with the employees of the company remained cordial, stable and satisfactory during the year under review.

ACKNOWLEDGEMENT :

Your directors wish to place on record their appreciation of the assistance and support extended by the Bankers, Financial Institutions, State and Central Governments, Customers and Suppliers to the company. Your directors express their appreciation for the dedicated and sincere services rendered by employees of your Company.

For and on behalf of the Board

Place : HUBLI VIKRAM SIRUR

Date : 6th August, 2010 Chairman