Directors Report of Mukat Pipes Ltd.

Mar 31, 2024

Your Directors present their 37^th Annual Report together with the Audited Statement of Accounts of your Company for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS:

Particulars	Current year (2023-24) (Rs. in Lacs)	Previous year (2022-23) (Rs. in Lacs)
Sales (Including Excise)	629.70	330.79
Other Income from operations	51.30	41.62
Total	680.99	372.41
Profit/(Loss) before Interest, Depreciation & Tax	56.87	14.78
Less: Interest	14.52	14.39
Less: Depreciation	12.65	12.88
Profit/(Loss) before Tax	29.70	(12.49)
Taxation (Earlier Years) Prior period Adjustment (Income/(Expenses):	NIL	NIL
Extra-ordinary/Exceptional Items Income/ (Expenditu re)	NIL	NIL
Profit after Tax	29.70	(12.49)
Tax Payment &Others	0.00	(14.47)
Balance of Profit/(Loss) brought forward	(1655.83)	(1628.86)
Balance of Profit/(Loss) carried to Balance Sheet	(1618.84)	(1655.83)

The Company does not have adequate working capital due to accumulated losses. Therefore, the company is doing job work. The total production during the year was 2112.664 MT. Out of this 1458.244 was by way of Job work which is 69% of the total production. The profitability from the operation of job work is comparatively low. The risk anagement of borrowing working capital funds is very high and has an implication of financial cost. This decreases the cost competitiveness. This is a point of appreciation for the company that there is a profit of Rs.29.70 Lacs for the F.Y 2023-2024. The company hope that this will also continue in the next F.Y. 2024-2025. The operation of the company has kept the company as a going concern.

DIVIDEND:

In view of inadequate profit during the year and accumulated losses, the Board decided not to recommend any dividend for the year under review.

CAPITAL AND RESERVES:

During the year under review, your Company did not transfer any amount to the Reserves. The company has not issued any type of equity during the year.

OPERATION:

The annual production of the Company was 2112.664 MT. Out of this 1458.244 was by way of Job work. The Company is operating in profit.

FUTURE OUTLOOK:

The Large dia M.S. Pipes sector has a promising future for the growth of this sector. The steel pipe sector is going to receive new & sufficient orders for its growth through development infrastructure projects which have been reflected in the fiscal policy of the Government.

ANNUALRETURN:

The Company has placed a copy of annual return on its website at

https://mukatpipes.com/index.php/information/annual-return

BOARD OF DIRECTORS AND KEY MANAGERIAL:

The Board of Directors, along with its committees provides leadership and guidance to the Company''s Management and directs, supervises and controls the activities of the Company. The size of the Company commensurate with its size and business operations. The Board strength is six Directors comprising two Executive Directors, one Non-Executive Director and three Independent Directors.

Composition of the Board of the Company:

Name of the Director(s)	Category
Mr. Roopinder Singh	Chairman (Executive Director)
Mrs. Sandeep Kaur Ahluwalia	Whole Time Director
Mrs. Mandeep Ahluwalia Pahwa	Non-Executive Director
Mr. Kamal Jain	Independent Director
Mr. Amrik Singh Grewal	Independent Director
Mr. Atul Rajkumar Bali	Independent Director

DETAILS ABOUT DIRECTORS AND KMPs WHO WERE APPOINTED/ RESIGNED DURING THE FINANCIAL YEAR:

There was no change in the Board of Directors and KMPs during the period under review.

The Board further wish to inform that the current tenure of Mr. Amrik Singh Grewal (DIN: 01239180) and Mr. Kamal Jain (DIN:02229015) as the Independent Directors of the Company will expire on 30^th September, 2024 and accordingly, they would cease to be Directors thereafter. Further, in view to comply with the provisions of the Companies Act, 2013 and the SEBI LODR Regulations and on recommendations of the Nomination and Remuneration Committee, it has been proposed, subject to approval of the members, to appoint Mr. Atamjeet Singh (DIN: 10654746) and Ms. Gunjan Jain Juneja (DIN: 10710037) as Non-Executive Independent Director(s)for a period of 5 years with effect from 01.10.2024. A suitable resolution for their respective appointment is included in the Notice of the 37^th Annual General Meeting of the Company for seeking Members approval. The brief profile and other particulars of the proposed appointees are forming part of the Notice and Explanatory Statement.

DIRECTOR RETIRING BY ROTATION:

Pursuant to the Provisions of the Companies Act, 2013, Mrs. Mandeep Ahluwalia Pahwa (DIN:01355511) retires by rotation and being eligible offers herself for re-appointment.

NUMBER OF MEETINGS OF THE BOARD:

During the year, 4 (FOUR) Board Meetings were duly convened and held. These were held on 18-05-2023, 09-08-2023, 08-11-2023 & 06-02-2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Names of the Directors	Number of Board Meetings Attended
Mr. Roopinder Singh	3
Mrs. Sandeep Kaur Ahluwalia	3
Mrs. Mandeep Ahluwalia Pahwa	4
Mr. Kamal Jain	4
Mr. Amrik Singh Grewal	4
Mr. Atul Rajkumar Bali	4

COMMITTEES

I) Audit Committee:

Being a listed Company, the Company had already constituted its Audit Committee consisting of Mr. Kamal Jain (DIN: 02229015), Mr. Amrik Singh Grewal (DIN: 01239180) and Mr. Roopinder Singh (DIN: 01239483).

During the year under review Four (4) Meetings were held of Audit committee.

Names	Number of Audit Committee Meetings Attended
Mr. Amrik Singh Grewal	4
Mr. Roopinder Singh	3
Mr. Kamal Jain	4

II) Nomination and Remuneration Committee:

Being a listed Company, the Company had already constituted its Nomination and Remuneration Committee consisting of Mr. Kamal Jain (DIN: 02229015), Mr. Amrik Singh Grewal (DIN: 01239180) and Mr. Atul Rajkumar Bali (DIN: 01619548) of the Company.

During the year under review One (1) Meeting was held of Nomination and Remuneration Committee.

Names	Number of Nomination and Remuneration Committee Meetings Attended
Mr. Amrik Singh Grewal	1
Mr. Atul RajKumar Bali	1
Mr. Kamal Jain	1

III) Stakeholders Relationship Committee:

Being a listed Company, the Company had already constituted its Stakeholders Relationship Committee consisting of Mr. Kamal Jain (DIN: 02229015), Mr. Amrik Singh Grewal (DIN: 01239180) and Mr. Roopinder Singh (DIN: 01239483).

During the year under review one (1) Meeting was held of Stakeholder Relationship Committee.

Names	Number of Stakeholder Relationship Committee. Meetings Attended
Mr. Amrik Singh Grewal	1
Mr. Kamal Jain	1
Mr. Roopinder Singh	1

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual financial statements for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the directors 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;

(c) 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 the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The familiarization program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The Company has framed a policy on familiarization program for Independent Directors.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management Personnel and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 relating to the remuneration for the Directors, key managerial personnel, and other employees. As required by Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the prescribed details are annexed as “Annexure 1” to this report.

INFORMATION IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

During the year under review, no employee was employed who was in receipt of aggregate remuneration exceeding Rupees One Crore and Two Lakh for the year or exceeding Rupees Eight Lakhs and Fifty Thousand per month for any part of the year.

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company and other details in terms of Sub-Section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report and is annexed as “Annexure 2” to this Report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration committee by filling a structured questionnaire.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year, the Company has not given any loans or guarantees or has made any investments u/s 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Transactions entered with Related Parties for the year under review are strictly done on arm''s length basis and in the ordinary course of business. The Company presents full details of transactions of all related party before the Audit Committee, specifying the nature, value and terms & conditions of the transactions. Transactions with related parties are conducted in a transparent manner with the interest of the Company and stakeholders at utmost priority.

The details of material transaction with related party in Form AOC-2 is annexed herewith as “Annexure 3”

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

In order to attain the corporate objectives, strict internal controls systems were implemented across the organization. The appointment of internal auditor is done as per norms of Company Act, 2013.The Audit Reports of the internal auditor on quarterly basis has been evaluated and assessed. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations on regular basis. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism. The function also proactively recommends improvement in policies and processes, suggests streamlining of controls against various risks. Your Company has laid down set of standards, processes and structure, which enables it to implement internal financial control across the Company and ensure that the same are adequate and operating effectively.

CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Provisions of Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V is not applicable to the Company, as the Company''s Paid up share capital & Net worth is below the limits specified.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

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

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,2014, is annexed as "Annexure 4” to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Board of Directors of the Company has not designed any Risk Management Policy. However, the Company has in place mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are low profitability, low scale production and sluggish demand for the products of the company. The company is continuously making efforts to address the said risk.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility Policy pursuant to the Provisions of Section 135 of the Companies Act 2013 and relevant Rules framed thereunder as the said provisions were not applicable to the Company.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposit pursuant to Section 73 and Section 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

STATUTORY AUDITORS AND STATUTORY AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Gurpreet Kaur & Associates, Chartered Accountants, Patiala (FRN: 015358N) were appointed as Statutory Auditors of the Company for a 2^nd term of 5 years i.e. from the conclusion of 35^th AGM until the conclusion of 40^th AGM.

RESERVATION AND QUALIFICATION ON AUDITOR REPORT:

The qualification/ remarks made by the Statutory Auditors in their Report under the head Key audit matters and the management response thereto have been fully clarified/ explained in the Auditors Report and does not require any further explanation/ clarification Save and except above, there is no qualification and reservation pointed out by the Auditor.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS PURSUANT TO SECTION 143(12) OF THE COMPANIES ACT, 2013:

During the year under review there were no incidences of fraud reported by Auditors.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

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 Ms. Yogita of M/s. Yogita & Associates, Company Secretaries, Rajpura Town, Patiala to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form No. MR-3 is annexed as “Annexure 5” to this report.

EXPLANATION ON REMARKS OR DISCLAIMER MADE BY SECRETARIAL AUDITOR IN HER REPORT:

Auditors’ qualifications, reservations or adverse remarks in the Secretarial Audit Report	Directors'' comments on qualifications, reservations or adverse remarks of the Secretarial Auditor
The company has yet to transfer Rs. 11.41 Lacs on account of unpaid dividend to Investor Education and Protection Fund under section 124 of the Company Act, 2013.	Out of 11.41 Lacs an amount of Rs. 8.8 0 Lacs has already been transferred to deaf account of RBI by Punjab National Bank. An amount of Rs. 333450/- is outstanding in Dividend Account No. 111511001114 with Dena Bank Branch (DP -ID - IN 300386), Capital Market Branch, 17, Horniman Circle, Mumbai -23 (Now Bank of Baroda). Inspite of reminders Investor Education Protection Fund (IEPF) Authorities has not responded.
The company does not have record of shareholders to whom the unpaid dividend amount belongs to.	The company has several times approached Investor Education Protection Fund (IEPF) through emails to know the procedure to transfer the above said unpaid dividend amount to IEPF in the absence of names of shareholders and other concerned records needed in the matter. The Company have not received any response from the IEPF authority. The company will pursue the matter with the IEPF authority to expedite the matter.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards viz. SS-1 and SS-2 during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted the code of conduct for employees and directors for the highest degree of transparency, integrity, accountability and corporate social responsibility. Any actual or potential violation of the Code would be a matter of serious concern for the Company. The Company also has Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

Employees of the Company are encouraged to use guidance provided in the Policy for reporting all allegations of suspected improper activities.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Companies Act, 2013, Regulation 34(2)(e) read with Schedule-V of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) is given in this Annual Report for the year under review and is annexed as “Annexure 6” to this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

The Company had filed two appeals in suit of M/s. Modern Construction Co. v/s Mukat Pipes Limited against the Order passed by the Civil Court, Gujarat in the Hon''ble Gujarat High Court. The proceedings for adjudication is going on. The company has filed appeal against order of Commissioner Excise before CSTAT and the same is pending for decision.

MAINTENANCE OF COST RECORDS:

During the year under review the Company was not required to maintain the Cost records as specified by the Central Government under Section 148 of the Companies Act, 2013.

COMPANY''S POLICY FOR PREVENTION OF SEXUAL HARASSMENT:

The Company has zero tolerance for sexual harassment at workplace and accordingly due care is always taken in respect of prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.

No complaints were received during the year and there is only one female employee.

Further, necessary steps are being taken by the Board for complying with provisions of the said Act including constitution of Internal Complaints Committee as referred in the said Act.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review there was no application made or pending proceeding under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS (FI) DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review the company has not taken any loan from the Bank or FI, hence there was no such valuation done.

APPRECIATION

Your Directors place on record their appreciation for the co-operation of all the Staff and Officers, Shareholders of the Company, Bankers and look forward to their continued cooperation in future.

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report & Audited Accounts of your Company for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

The salient features of the Company''s working are as under:-

Particulars Current year Previous Year (2013-14) (2012-13) (Rs. in lacs) (Rs. in lacs)

Sales (Including Excise) 498.32 642.82

Other Income from operations 54.58 46.92

Total 552.90 689.74

Profit/(Loss) before Interest, Deprecation & Tax 69.00 (48.24)

Less: Interest 28.88 29.33

Less: Depreciation 96.18 95.22

Profit/(Loss) before Tax (56.06) (172.79)

Taxation (Earlier Years) / Prior period Adjustment (Income/(Expenses): (12.35) (11.28)

Extra-ordinary/Exceptional Items (Expenditure) (74.97) -

Profit after Tax (143.39) (184.07)

Tax for Earlier year - (10.69)

Balance of Profit/(Loss) brought forward (1514.87) (1320.11)

Balance of Profit/(Loss) carried to Balance Sheet (1658.26) (1514.87)

FINANCIAL AND OPERATIONAL REVIEW

The Company successfully completed a Job Work order of 15152 MT of M/s. Welspun Corp Limited. An Extra-Ordinary expenditure was incurred on account of payment of Rs.74.97 Lacs to the Director General Foreign Trade, Mumbai on account of settlement of export obligation against advance Licences No. 0003030886, 0310061733 & 0310093657 under the policy of Ministry of Finance, Department of Revenue, Central Board of Excise & Customs, New Delhi for option to close cases of default in Export Obligation. The management of the Company made hard and sincere work and efforts to take out the operations of the Company above the break even point.

In addition to in-house orders, the Company has procured at sites two job work orders, 4500 MT for Kudgi (Karnataka) and 3650 MT for Chhabra (Rajasthan), from M/s. L & T. The Company is adopting diversification of its production through at site job works. These orders will definitely strengthen the viability of the production operations and promote the growth of the company in the coming years.

REHABILITATION OF THE COMPANY UNDER THE AEGIS OF BIFR:

The company is a sick industrial company duly declared sick by the Hon''ble Board for Industrial and Financial Reconstruction (BIFR) for its rehabilitation. The Hon''ble BIFR circulated the Draft Rehabilitation Scheme (DRS) vide its order dated 31.01.2014 for revival of the Company and heard "Objections/Suggestions" on DRS in the hearings held on 13.05.2014 and 04-06-2014 and has reserved its order for sanction of the Revival Scheme.

FUTURE PROSPECTS OF THE COMPANY:

There has been a prolonged slump in the Indian Economy. The GDP growth of Indian Economy was 4.7% and the Industrial output growth contracted to 1.4% (the worst since 1991) in the year 2013-2014. The moderate inflation, fiscal consolidation, comfortable level of foreign exchange reserves, positive policy changes and excitement of investment cycle through restoration of confidence of the investors for the over-hauling of the collapsing infrastructure of Indian Economy are early signs of economic recovery during the year 2014-2015. The production of the company is positively related with the growth of the infrastructure sector. The growth of Indian economy needs quick decisions and speedier implementation for the present pending and coming infrastructure projects. Our company has immense scope from this scenario.

DIVIDEND

In view of the accumulated losses, your Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

Your Company has neither accepted nor renewed any fixed deposits from the Public during the year under review.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mrs. Sandeep Kaur Ahluwalia Director retires by rotation and being eligible offers herself for re-appointment.

As per the provisions of Section 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule IV of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Board recommends appointment of Mr. Kamal Jain, who retires by rotation at the ensuing Annual General Meeting, Mr. Amrik Singh Grewal and Mr. Rajkumar Bali, whose offices are liable to determination by retirement of directors by rotation, as the Independent Directors of the Company for a period of 5 years from 01.10.2014. The above Directors being eligible have offered themselves for re-appointment and the Company has also received requisite notices in compliance with the provisions of Section 160 of the Companies Act, 2013, proposing Mr. Kamal Jain, Mr. Amrik Singh Grewal and Mr. Rajkumar Bali as the Independent Directors of the Company.

The Company has received declarations from all the proposed Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

AUDITORS

M/s. R.P. Bhambri & Co., Chartered Accountants, Patiala, (FRN:001312N) retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. In terms of provisions of Section 139 of the Companies Act, 2013, read with Rules made thereunder, it was proposed to re-appoint Auditors for a term of three (3) years subject to ratification by Members at every Annual General Meeting of the Company. The Company has received written consent from the Auditors indicating their willingness to act as the Auditors of the Company and also an eligibility certificate to the effect that they fulfill the conditions of Appointment as mentioned in Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors confirm that;

i. In the preparation of the Annual Accounts for the Financial Year ended March 31,2014, the Applicable Accounting Standards have been followed along with the proper explanation relating to material departures;

ii. The Directors have 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 as at 31/03/2014 and of the Profit and Loss Account for that period;

iii. The Directors 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.

iv. That the Directors have prepared the Accounts for the Financial Year ended March 31, 2014 on a ''going concern'' basis.

AUDIT QUALIFICATION

The Company has already sent credit/debit confirmation letters to parties.

The matter of books of accounts of Baramati Unit, which have already been sold under BIFR process, is being taken to procure the same.

The other qualifications/remarks of the Auditors, if any, have been duly clarified either in their Report or in the Notes to the Accounts and the same are self explanatory.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is annexed as Annexure "A" to this report.

PARTICULARS OF EMPLOYEES AND INDUSTRIAL RELATIONS

The Company does not have any employee drawing salary in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended

CORPORATE GOVERNANCE

Your Company is committed to follow the best of the Corporate Governance Practices and follows the same while conducting the affairs of the Company. A Report on Corporate Governance along-with a certificate from Auditors of the Company has been incorporated as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed analysis of the Company''s performance is mentioned in the Management Discussion and Analysis Report, which forms part of this Annual Report.

IMPLEMENTATION OF COMPANY ACT, 2013:

The company is taking steps and measures to implement the applicable provisions of the Company Act, 2013.

APPRECIATION

The Directors wish to express their gratitude for the support and co-operation extended to the Company by its investors, Government Agencies, Bankers and Financial Institutions during the year under review. Your Directors would also like to place on record their appreciation for the commitment, co-operation and contribution extended by all the employees of the Company.

FOR AND ON BEHALF OF THE BOARD, PLACE : RAJPURA DATE : 21-08-2014 (Rupinder Singh Ahluwalia) CHAIRMAN DIN:01239483

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Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 26th Annual Report & Audited Accounts of your Company for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

The salient features of the Company''s working are as under:-

Particulars Current year Previous Year (2012-13) (2011-12) (Rs. in lacs) (Rs. in lacs) Sales (Including Excise) 642.82 1267.29

Other Income from operations 46.92 3.55

Total 689.74 127084

Profit/(Loss) before Interest, Deprecation & Tax (48.24) (153.09)

Less: Interest 29.33 27.07

Less: Depreciation 95.22 96.56

Profit/(Loss) before Tax (172.79) (276.72)

Taxation (Earlier Years) Prior period Adjustment (Income/(Expenses): (11.28) (31.14)

Extra-ordinary/Exceptional Items (Income) 2779.98

Profit after Tax (184.07) 2472.12

Balance of Profit/(Loss) brought forward (1320.11) (3792.24)

Balance of Profit/(Loss) carried to Balance Sheet (1504.18) (1320.12)

FINANCIAL AND OPERATIONAL REVIEW

The financial data for the current year should not be compared with the previous year (2011-2012) as there was an exceptional income of Rs. 2779.98 Lacs from the non business items. Although the current years figures are influenced by lower economic growth, persistent high inflation, global economic slow down and high fiscal deficit which have significantly impacted domestic industrial production, foreign investment inflows and overall market sentiments yet the current year results have a little improvement in the reduction of operational loss. The emerged industrial structure of our unit is financially challenging. The increasing cost and decreasing revenue has badly effected the profitability and cost competitiveness.

REHABILITATION OF THE COMPANY UNDER THE AEGIS OF BIFR:

The OA (SASF) has submitted the Revised DRS to the Hon''ble BIFR. The examination of the DRS by the office of the BIFR is still under process & thereafter It shall be circulated as per laid down procedure of BIFR.

FUTURE PROSPECTS OF THE COMPANY:

We can foresee the coming public private investments in the infrastructure sector to drive out the slowed down Indian economy. The structure of our industry has a positive co-relation with the growth of infrastructure. The channelization of scarce resources for the development activities carrying, storage circulation and distribution of scarce natural water to alternative uses is on the preferred agenda for the economic development of the country. From this, we have reason to deduce that our industry has a good future inspite of present slow down by domestic and global factors.

DIVIDEND

In view of the accumulated losses, your Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the Public during the year under review.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mr. Rupinder Singh & Mr. Raj Kumar Bali, Directors retire by rotation and being eligible offer themselves for reappointment.

AUDITORS

M/s. R.P. Bhambhri & Co., Chartered Accountants, Patiala, retire as Auditors of the Company at the conclusion of the ensuing Annual General meeting and being eligible, offered themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors confirm that;

i. In the preparation of the Annual Accounts for the Financial Year ended March 31, 2013, the Applicable Accounting Standards have been followed along with the proper explanation relating to material departures;

ii. The Directors have 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 as at 31/03/2013 and of the Profit and Loss Account for that period;

iii. The Directors 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.

iv. That the Directors had prepared the Accounts for the Financial Year ended March 31, 2013 on a going concern'' basis.

AUDIT QUALIFICATION

The company has already sent credit/debit conformation letters to parties.

The matter of books of accounts of Baramati Unit, which have already been sold under BIFR process, is being taken to procure the same.

The other qualifications/remarks of the Auditors, if any, have been duly clarified either in their Report or in the Notes to the Accounts and the same are self explanatory.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is annexed as Annexure "A" to this report.

PARTICULARS OF EMPLOYEES AND INDUSTRIAL RELATIONS

The Company does not have any employee drawing salary in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended.

CORPORATE GOVERNANCE

Your Company is committed to follow the best of the Corporate Governance Practices and follows the same while conducting the affairs of the Company. A Report on Corporate Governance along-with a certificate from Auditors of the Company has been incorporated as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed analysis of the Company''s performance is mentioned in the Management Discussion and Analysis Report, which forms part of this Annual Report.

APPRECIATION

The Directors wish to express their gratitude for the support and co-operation extended to the Company by its investors, Government Agencies, Bankers and Financial Institutions during the year under review. Your Directors would also like to place on record their appreciation for the commitment, co-operation and contribution extended by all the employees of the Company.

For and on behalf of the Board,

Place : RAJPURA

Date : 21st October, 2013 RUPINDER SINGH AHLUWALIA

CHAIRMAN

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Mar 31, 2012

To the Members,

The Directors have pleasure in presenting the 25th Annual Report & Audited Accounts of your Company for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

The salient features of the Company's working are as under:-

Particulars Current year Previous Year (2011-12) (2010-11) (Rs. in lacs) (Rs. in lacs)

Sales (Including Excise) 1267.29 1617.84

Other Income from operations 3.55 22.75

Total 1270.84 1640.58

Profit/(Loss) before Interest, Deprecation & Tax (153.09) (7.16)

Less: Interest 27.07 10.40

Less: Depreciation 96.56 177.74

Profit/(Loss) before Tax (276.72) (195.30)

Taxation (Earlier Years) Prior period Adjustment (Income/(Expenses): (31.14) (38.25)

Extra-ordinary/Exceptional Items (Income) 2779.98 0

Profit after Tax 2472.12 (233.55)

Balance of Profit/(Loss) brought forward (3792.24) (3558.69)

Balance of Profit/(Loss) carried to Balance Sheet (1320.12) (3792.24)

FINANCIAL AND OPERATIONAL REVIEW

During the year under review, sales have declined to Rs.1267.29 lacs as compared Rs.1617.84 lacs during the previous year, which has resulted in increase in loss before interest & depreciation to Rs 153.09 lacs from the loss of Rs.7.16 lacs during the previous year. However, the net loss after interest and depreciation has been Rs.276.72 lacs during the current year as against net loss of Rs.195.30 lacs during the previous year. The company has suffered losses during the year, because, there is an approx. 22% fall in sales turnover over the previous year.

Extra-ordinary & exceptional items of income during the year under review includes substantial waivers granted by Financial Institutions/Banks on account of settlement of their dues on the basis of negotiated one time settlement (OTS), profit on sale of Baramati unit, write back of some creditors/liabilities no longer payable etc., which have contributed a lot to improve net worth of the company and would ultimately help in its revival.

The Company caters to infrastructure sector and due to slow down in developmental expenditure in this sector; the sales of the Company have declined considerably due to lack of orders. This has been a challenging year. The operational business of your Company has also been adversely effected by increasing cost and falling revenue from the sale of the products of the company. The fall in GDP, especially in manufacturing and infrastructure sectors; recession in domestic & international markets has generated a cascading effect to squeeze the demand for the business of the Company.

SALE OF BARAMATI UNIT:

Baramati unit located in the state of Maharashtra was sold during the year under the directions of the Board for Industrial and Financial Reconstruction (BIFR) as one of the measures of rehabilitation of the Company. The sales proceeds were utilized in full and final settlement of the dues of Stressed Assets Stabilisation Fund (SASF) (Assignee of IDBI) and Assets Reconstruction Company of India Ltd. (ARCIL) (Assignee of OBC).

INDUCTION OF STRATEGIC LENDER FOR REVIVAL OF THE COMPANY:

During the year under review, the Company has inducted a Strategic Lender, namely, Silver Business Opportunities Pvt. Ltd. (for short, SBOPL) to make full and final settlement of the dues of Punjab National Bank (PNB) for the purpose of revival of the Company. The Strategic Lender has directly paid Rs.240 lacs to PNB in full and final settlement of their dues under the assignment agreement entered in to with them and stepped in the shoes of PNB, whereby PNB has assigned all their all underlying security, charges, interests, lien etc. in favour of the said Strategic Lender.

REHABILITATION OF THE COMPANY UNDER THE AEGIS OF BIFR:

The Company is under the process of revival under the aegis of the Board for Industrial and Financial Reconstruction (BIFR). The Company has submitted a fully tied up draft rehabilitation scheme duly revised and updated on various occasions to SASF, operating agency (OA) as appointed by the BIFR to examine and formulate a revival scheme for the company. The revival scheme is further under modifications and updation as per the directions of the Hon'ble BIFR and the same will be submitted to the OA in due course of time. The process for approval of the revival scheme is thus going on.

FUTURE PROSPECTS OF THE COMPANY:

Your Company is making all out efforts to procure the orders, whether the orders are for direct supply or job work /lease basis in order to utilize optimum capacity utilization of production and achieve better sales realization. With these efforts the order book position of the company has improved. The story of infrastructure development in the country is intact and Government spending in this sector has to catch up momentum for GDP growth. As the Govt. spending in this sector increases, the order inflow to the company shall also increase. Keeping these factors in view, the future prospects and outlook of the Company appear to be promising and bright.

DIVIDEND

In view of the accumulated losses, your Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the Public during the year under review.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mrs. Mandeep Ahluwalia Pahwa & Mr. Amrik Singh Grewal, Directors retire by rotation and being eligible offer themselves for reappointment.

Mrs. Sandeep Kaur Ahluwalia, wife of late Rajinder Singh Ahluwalia (the Chief Promoter of the Company), has been appointed as whole time director of the company with the designation as Director (Administration) for a period of 3 years we.f. 1st October, 2011. Necessary application has been made to the Central Government for approval for the salary and perks of Mrs. Sandeep Kaur Ahluwalia.

AUDITORS

M/s. R.P. Bhambri & Co., Chartered Accountants, Patiala, retire as Auditors of the Company at the conclusion of the ensuing Annual General meeting and being eligible, offered themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors confirm that;

i. In the preparation of the Annual Accounts for the Financial Year ended March 31, 2012, the Applicable Accounting Standards have been followed along with the proper explanation relating to material departures;

ii. The Directors have 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 as at 31/03/2012 and of the Profit and Loss Account for that period;

iii. The Directors 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.

iv. That the Directors had prepared the Accounts for the Financial Year ended March 31, 2012 on a `going concern' basis.

AUDIT QUALIFICATION

The company has already sent credit/debit conformation letters to parties.

The matter of books of accounts of Baramati Unit, which have already been sold under BIFR process, is being taken to procure the same.

The other qualifications/remarks of the Auditors, if any, have been duly clarified either in their Report or in the Notes to the Accounts and the same are self explanatory.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is annexed as Annexure "A” to this report.

PARTICULARS OF EMPLOYEES AND INDUSTRIAL RELATIONS

The Company does not have any employee drawing salary in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, as amended

REVOCATION OF TRADING IN EQUITY SHARES OF THE COMPANY

At the 24th AGM, the Chairman assured about the Revocation of the Suspension of Trading in Equity Shares of the Company. We have the pleasure to inform you that the suspension had already been revoked w.e.f. 26th April, 2012.

CORPORATE GOVERNANCE

Your Company is committed to follow the best of the Corporate Governance Practices and follows the same while conducting the affairs of the Company. A Report on Corporate Governance along-with a certificate from Auditors of the Company has been incorporated as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed analysis of the Company's performance is mentioned in the Management Discussion and Analysis Report, which forms part of this Annual Report.

APPRECIATION

The Directors wish to express their gratitude for the support and co-operation extended to the Company by its investors, Government Agencies, Bankers and Financial Institutions during the year under review. Your Directors would also like to place on record their appreciation for the commitment, co-operation and contribution extended by all the employees of the Company.

For and on behalf of the Board,

Place : RAJPURA

Date : 20-10-2012

Rupinder Singh Ahluwalia)

CHAIRMAN