Directors Report of Stewarts & Lloyds of India Ltd.

Mar 31, 2015

Dear members,

The Directors have pleasure in presenting before you the Seventy Seventh Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1) The Financial Results 2014-15 2013-14 (Rs. in lakhs) (Rs. in lakhs)

(I) Total Earnings 1699.02 3017.88

(ii) Total Expenditure 1569.02 6812.77

(iii) Profit/(Loss) before Finance cost, depreciation and taxes 130.00 (3794.89)

(iv) Less: (a) Finance cost 152.58 585.29

(b) Depreciation 69.74 52.58

(v) Profit/(Loss) before taxes (92.32) (4432.76)

Less : Provision for taxation : - -

Current Year - -

Deferred 17.75

(vi) Profit /Loss after taxes (92.32) (4450.51)

2) The state of the company's affairs :

As per audited accounts for the period ended 31st March 2014, the Company became a Sick Company and had been referred to the Board for Industrial and Financial Reconstruction ( BIFR) on 01.10.2014. The BIFR have informed vide their letter dated 24.02.2015 that our reference has been registered as case no. 31/2015 being a Sick Company.

During the year under report the Bankers of the Company had called back the entire loan facilities as provided to the Company. However, the Parent company i.e. IOT Infrastructure and Energy Services Limited had negotiated with the Bankers and paid off the dues. As a result, the Company did not have any banking facilities encouraging to grab any new business.

There is no amount proposed to carry to any reserves and no amount is recommended to be paid by way of dividend. There is no material changes and commitments, 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

3) The extract of the annual return as provided under sub-section (3) of section 92 of the Companies Act,2013 in specified Form No. MGT-9- annexed as Annexure A

4) Number of meetings of the Board:

Total Five Board meetings were held on 02.05.2014, 12.06.2014, 30.07.2014, 06.11.2014 and 13.01.2015 during the year.

5) Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013 and based on the report from your Directors the operating Management confirms that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 ofthe company at the end of the financial year and of the loss of the company for that period;

c) the directors have 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 are operating effectively; and

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

6) Management Discussion And Analysis Report :

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report

7) All the independent directors have submitted the Statement on declaration under sub-section (6) of section 149 of the Companies Act, 2013.

8) The Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of Section 178 is annexed in Nomination and Remuneration Policy as Annexure B

9) Explanations or comments by the Board on qualification or remark as follows :

(i) by the auditor in his report;

Emphasis of matters as referred in the Audit Report duly covered in Note no.24.3 (b) to 24.3(f) and Note no.24.14 to the Financial Statement.

(ii) by the company secretary in practice in his secretarial audit report; the Secretarial Audit Report dated 24.04.2015 is enclosed as Annexure-C which is self explanatory

10) There are no loans, guarantees or investments under section 186 by the Company

11) Particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 in Form AOC-2 are given hereunder:

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso is given below:

1. Details of contracts or arrangements or transactions not at Arm's length basis :

Sl. Particulars Details No.

a) Name (s) of the related party & nature of relationship NIL

b) Nature of contracts/arrangements/transaction NIL

c) Duration of the contracts/arrangements /transaction NIL

d) Salient terms of the contracts or arrangements or transaction including the value, if any NIL

e) Justification for entering into such contracts or arrangements or transactions NIL

f) Date of approval by the Board NIL

g) Amount paid as advances, if any NIL

h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NIL

2. Details of contracts or arrangements or transactions at Arm's length basis :

Sl. Particulars Details No.

a) Name (s) of the related party and Nature of Relationship IOT Anwesha Engineering & Construction Ltd, Associate Company

b) Nature of contract / arrangement /transaction By Agreement

c) Duration of the contracts/ arrangements / transaction May'13 to April'14 ( Twelve months)

d) Salient terms of the contracts Supply of Structural or arrangements or transaction materials, Pipes including value if any and valves, valued at Rs. 865 lakhs (approx.)

e) Date of approval by the Board 13.11.2013

f) Amount paid as advance if any NIL

12) Conservation of energy

The disclosure required in Section 134(5) of the Companies Act, 2013 is not applicable to the Company

13) Technology absorption

There is no technology absorption during the year under report.

14) Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows : NIL

15) The Risk management policy of the company

The Risk Management policy has been approved by the Board of Directors at its meeting held on 30th July 2014. The Committee at its meeting held on 6th November, 2014 and 5th May, 2015 referred that due to paucity of fund, non availability of Banking facilities and delay in sub-contractor's job resulted the negative impact in the financial results of the Company. Due to delay in job the LD may be imposed against the final bill. Due to paucity of fund statutory dues are being paid late.

16) The policy on corporate social responsibility is not applicable to your Company.

17) The formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors are as follows:

As per Schedule IV of the Companies Act, 2013 the Independent Directors had held their separate meeting on 20th March 2015 to evaluate the performance etc in a manner as mentioned in clause VII of the schedule IV and the Board of Director at its meeting held on 5th May, 2015 also evaluated the performance of the Independent Directors, committees etc. in a manner as provided in clause VIII of the Companies Act, 2013.

18) The details of directors or key managerial personnel who were appointed or had resigned during the year:

Date of Date of

Sl. Name Designation Date of Date of No. Appointment Resignation

1. Mr. Ashok Mitra Independent Director 02.05.2014 -

2. Mr. R Narayanan Director 30.07.2014 -

3. Mr. Jatin Mavani Director - 26.12.2014

4. Mr. Kalyan Director - 23.12.2014 Prasad Brahma

5. Mr. Prabir Chief Executive - 26.02.2015 Kumar Nag Officer

6. Mr. Dipankar Chief Financial 02.05.2014 - Banerjee Officer

19) The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future :

As per audited accounts for the period ended 31st March 2014, the Company became a Sick Company and had been referred to the Board for Industrial and Financial Reconstruction ( BIFR) on 01.10.2014. The BIFR has informed vide their letter dated 24.02.2015 that our reference has been registered as case no. 31/2015 being a Sick Company.

20) The details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has already formulated an Audit Committee which holds the Audit Committee meeting time to time to review the financial results, internal financial controls and risk management system, auditors independence and performance etc. The Company has also appointed Internal Auditors who perform their duty on the basis of the scope of work allotted to them time to time.

21) Disclosures on remuneration of Directors / KMP / Employees :

No remuneration was paid to the Directors except the sitting fees. Hence, the details of the percentage increase in remuneration of each director, KMPs or in the median remuneration of employees does not arise. There was no increment made in payment of Salaries to the employees and KMPs during the year under report.

The number of permanent employees on the rolls of the Company is 51

i) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company :

The earnings of the Key Managerial Personnel are as follows:

Mr. P K Nag, CEO Rs. 16.39 Lakhs

Mr. D Banerjee, CFO Rs. 15.33 Lakhs

Mr. S Bhadra, CS Rs. 14.07 Lakhs

However, total revenue of the Company for 2014 - 15 was Rs. 1699.02 Lakhs.

ii) Variations in the market capitalisation 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 and the net worth ofthe company are as follows:

31.03.2015 31.03.2014

Market Capitalization Rs. 9.16 cr. Rs. 5.70 cr.

Price Earnings Ratio 0 0

Market quotations of the Shares Rs. 30.55 Rs. 19.00

Net Worth Rs. (-) 36.20Cr. Rs. (-) 35.24 cr.

iii) Your Directors affirm that the remuneration paid to the employees and to Key Managerial Personnel was as per remuneration policy of the Company and there is no Employee, who received remuneration above the limit as prescribed by Rule 5(2) of The Companies ( Appointment and Remuneration of Managerial Personnel) Rules 2014.

22) Composition of Audit Committee as per Section 177(8) :

The details of the members are as follows:

Mr. R K Tripathy, Independent Director - Chairman Mr. Ashok Mitra, Independent Director Mr. Asim Chandra, Non Executive Director

23) Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace(Prevention, Prohibition and Redressal) Act,2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy No sexual harassment complaint has been received by the Company during the year 2014-15.

Disclosures relating to policies:

* Statement indicating development and implementation of Risk Management Policy is annexed as annexure "D" [Section 134(3)(n) of the Act]

* The CSR policy is not applicable to the Company

* Details of establishment of vigil mechanism is annexed as Annexure "E" [Section 177(10) of the Act].

For and on behalf of the board Place : Kolkata Asim Chandra Date: 5th May, 2015 Chairman

---

Mar 31, 2013

TO THE MEMBERS,

The Directors hereby present the seventy-fifth Annual Report on business and operations together with Audited Accounts of the Company for the year ended 31st March, 2013 :

1. FINANCIAL RESULTS

2012-2013 2011-2012 (Rs. in lakhs)

(i) Total Earnings 4136.95 3748.61

(ii) Total Expenditure 3967.67 3194.64

(iii) Profit/(Loss) before interest, depreciation and taxes 169.28 553.97

(iv) Less: (a) Interest 458.56 473.78

(b) Depreciation 57.73 65.06

(v) Profit/(Loss) before taxes (347.01) 15.13

Less : Provision for taxation

Current Year - -

Deferred (17.93) (42.20)

Fringe Benefit - -

(vi) Profit/(Loss) after taxes (329.08) 57.33

(vii) Less : Profit Brought Forward

From Last Year 57.33 -

Transfer to/(from)

General Reserve (271.75) 57.33

During the financial year 2012-1 3, the Company has achieved a total revenue of Rs. 41 36.95 lacs, which is commensurate with its operations, as against previous years'' corresponding figures of Rs. 3748.61 lacs. It may be informed that though there is some growth in the revenue but due to the cost overrun, your Company recorded with a loss of Rs. 329.08 lacs during the Financial Year under report.

During the year under report, the order book position of the Company has improved but the target could not be achieved due to some unforeseen developments like, non availabilities of fronts at various projects sites, delay in materialization/ finalization of few contracts etc. However, during the current financial year i.e. 201 3-201 4 the Company is making an all out effort to improve the order booking position and also to achieve both higher turnover and profits.

2. RESERVES AND SURPLUS

The balance Reserves and Surplus, as at 31 st March, 201 3 stands at Rs. 6.26 crores after making the appropriations indicated above.

3. NEW INITIATIVES AND PROSPECTS

In line with the existing business scenario across the country, your Company took various steps and new initiatives in different segments of operation.

The prospects in the financial year 201 3-1 4 are expected to improve. All attempts are being made to improve the order booking position.

As a part of business development process, the Management has established a new business relation with a major steel manufacturing company in India from whom some order has been achieved during the last quarter of the financial year 201 2-201 3 and some more orders are expected shortly.

Initiatives are being taken for diversification of Company''s product areas.

The Company has bagged a substantial quantum of orders from its Parent and other associate companies and also expecting to get involved further in a big way for some of newly coming up projects of the Parent Company. Efforts are also being made to enter into business relationship with other big houses in Steel and Power sectors.

During the financial year 201 2-201 3, your Company has successfully run both the JJP works and KDP works but due to sharp increase of monthly occupation charges both the units have become non viable. In view of the same, Management has to re look for an alternative means to continue its services with a lower cost and full control over the premises.

4. CONSERVATION OF ENERGY

The disclosures required in Form A of Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1 988 are not applicable to the Company.

5. TECHNOLOGY ABSORPTION

Information in accordance with Provision to Section 21 7(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules 1 988 are given in the Annexure "A".

7. AUDITORS

The retiring Auditors, Messrs Ray & Ray being eligible have expressed their willingness to be re-appointed.

8. DIRECTORS

During the year under report, Mr. P G Vaidhyanathan the Chairman of the Board and Mr K K Ranade, Director resigned from the Board on 3rd September 2012 and Mr Asim Chandra, Mr. S.P Saha inducted in the Board as on 3rd September 2012. Mr. Asim Chandra was selected as Chairman of the Board and Mr. S.P Saha was appointed as Whole time Director of the Company. But due to some overseas assignment of the principal company, Mr. S.P Saha could not continue the Whole time Directorship and had to be released but he is continuing as a Non Executive Director of the Company with effect from12.02.2013. The Board of Directors comprised six members but due to sudden demise of Mr. V K Sinha, Independent Director, on 15.03.2013 the strength of the Board has been reduced to five as on 31st March 2013. The Board deeply mourns the sudden demise of Mr. V K. Sinha and records his valuable contribution as a Director in the Company.

In terms of Companies Act, 1 956 and Articles of Association of the Company, Mr. R.K.Tripathy a Non Independent Director retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

Both Mr. Asim Chadra and Mr. S P Saha, Additional Directors will hold their offices up to the ensuing Annual General Meeting.

However, your Company has received the Notices under Section 257 of the Companies Act, 1 956 from a Shareholder proposing their names to be Directors retire by rotation, in the Company and the same is placed before the Shareholders.

None of the Directors are disqualified under Section 274 (1)

(g) of the Companies Act, 1 956. As required by law, this position is also reflected in the Auditors'' Report.

9. HUMAN RESOURCES & INDUSTRIAL RELATIONS

At S&L, we believe and affirm the importance of development of human resources, which is most valuable and key element in bringing all round improvement and achieving growth of the business. S&L is proud to have a successful industrial relations philosophy which focuses on finding solutions through dialogue in a spirit of open work culture and constructive team work. This has enabled us to maintain a cordial and peaceful work environment throughout the organization.

In addition to a group of experienced professionals who have remained with the organization for long time, fresh professionals in various disciplines were also inducted. For enhancement of professional capabilities, employees were exposed to various training programs both in-house, organized by IOT and S&L, as well as by reputed training institutions. In line with the current business requirements, employees were exposed to various programs on Project & Construction Management, Safety, Quality, Cost Control etc.

There is no employee, who received remuneration above the limit as prescribed by Section 21 7 (2A) of the Companies Act, 1956.

10. ENVIRONMENT

Though the Company''s operations are not inherently polluting in nature, the Company continues to take adequate precautions to comply with all regulatory measures in this regard at all working units.

In order to maintain the highest standard of safety and security with all levels of employees, the Company has formulated a "Health, Safety, Security and Environmental Policy (HSSE)" which is being strictly complied with. This ensures continuous improvement in the environmental performance, health and safety of the employees throughout the year

11. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Compliance of Condition of Corporate Governance are made a part of the Annual Report.

12. DECLARATION ON COMPLIANCE WITH CODE OF CONDUCTS

The Board has formulated a Code of Conducts for the members of Board and Senior Management team, which has been posted on the website of the Company.

It is hereby affirmed that all the Directors and Senior Management Personnel have complied with the Code and a confirmation to that effect has been obtained from the Directors and the Senior Management.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 21 7 (2AA) of the Companies Act, 1956, the Directors, based on the confirmation received from the Operating Management, confirm that -

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

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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. Quarterly and Half Yearly Results were also declared and limited reviews were undertaken;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

For and on behalf of the Board

Kolkata ASIM CHANDRA

29th April, 2013 Chairman

---

Mar 31, 2012

The Directors hereby present the seventy-fourth Annual Report on business and operations together with Audited Accounts of the Company for the year ended 31st March, 2012:

1. FINANCIAL RESULTS

2011-2012 2010-2011 (Rs. in lakhs)

(i) Total Earnings 3748.61 2078.37

(ii) Total Expenditure 3194.64 2505.69

(iii) Profit before interest, depreciation and taxes 553.97 (427.32)

(iv) Less: (a) Interest 473.78 429.43

(b) Depreciation 65.07 71.83

(v) Profit before taxes 15.12 (928.58) Less : Provision for taxation Current Year - - Deferred (42.20) 10.77

(vi) Profit after taxes 57.32 (939.35)

During the financial year 2011-12, the Company has achieved a turnover of Rs. 3748.61 lacs, which is commensurate with its operations, as against previous years' corresponding figures of Rs. 2078.37 lacs and thus resulted some profits of Rs. 15.12 lacs before taxes.

During the year under report the order book position of the Company has improved. We started 2011-12 with an opening order booking load of Rs. 70 crores. As regards order booking, the target could not be achieved due to some unforeseen developments like non availabilities of fronts, delay in materialization/finalization of few contracts etc. However, during the current financial year i.e. 2012-2013 the Company is making an all out effort to improve the order booking position and also to achieve both higher turnover and profits.

2. RESERVES AND SURPLUS

The balance Reserves and Surplus, as at 31st March, 2012 stands at Rs. 9.55 crores after making the appropriations indicated above.

3. NEW INITIATIVES AND PROSPECTS

In line with its growing business all over the country, your Company took various steps and new initiatives in different segments of operation.

The prospects in financial year 2012-13 are expected to improve. All attempts are being made to improve the order booking position.

The Company has restored after more than twelve years, its major activities at workshop at Jhinjhirapole, kolkata which has been earmarked for heavy fabrication hub. This is besides the similar increased activities at its workshop at Khidderpore, kolkata.

As a part of business development process, the Management has established a new business relation with a major steel manufacturing company in India from whom orders are expected shortly on substantive basis which will boost your Company's performance at it's workshops.

The Company has recently been achieved a successful milestone in exploration of opportunities in the vastly growing field of drilling operation. Developmental work was carried out for drive shaft of various sizes, which involved procurement of special kind of material, machining, heat treatment, all taken care of successfully and ultimately satisfying stringent quality standards. The job was carried out for one of the associate companies of your company and the business is expected on substantial basis on this area.

Efforts are also being made in entering into boiler shutdown maintenance activities for large business houses. Senior officials of the Company have visited such houses and studied in details thereat. Further arrangements including organizing specialized work force are being worked out. This avenue is also expected to yield dividends within short time.

Initiatives are being taken to manufacture tailor made bunk houses where your company finds tremendous opportunities.

The Company has bagged good quantum of orders from its Parent and other Associate companies and also expecting to get involved further in a big way for newly coming up projects of the Parent company. Efforts are also being made to enter into business relationship with other big houses in Steel and Power sectors.

4. CONSERVATION OF ENERGY

The disclosures required in Form A of Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.

5. TECHNOLOGY ABSORPTION

Information in accordance with Provision 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 are given in the Annexure "A".

6. FOREIGN EXCHANGE EARNINGS AND OUTGO

Exports Nil

Foreign Exchange utilised for purchase of materials Rs. 13.01 lakhs

Expenditure in foreign currency Rs. 5.54 lakhs

Foreign Exchange earned Nil

7. AUDITORS

The retiring Auditors, Messrs Ray & Ray, being eligible have expressed their willingness to be re-appointed.

8. DIRECTORS

In terms of Companies Act, 1956 and Articles of Association of the Company, Mr. P G Vaidyanathan, Mr. K K Ranade, Mr. K P Brahma, Directors, retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

None of the Directors are disqualified under Section 274 (1) (g) of the Companies Act, 1956. As required by law, this position is also reflected in the Auditors' Report.

9. HUMAN RESOURCES & INDUSTRIAL RELATIONS

At S & L, we believe and affirm the importance of development of human resources, which is most valuable and key element in bringing all round improvement and achieving growth of the business. S & L is proud to have a successful industrial relations philosophy which focuses on finding solutions through dialogue in a spirit of open work culture and constructive team work. This has enabled us to maintain a cordial and peaceful work environment throughout.

In addition to a group of experienced professionals who have remained with the organization for long time, fresh professionals in various disciplines were also inducted. For enhancement of professional capabilities, employees were exposed to various training program both in-house organized by IOT and S & L as well as by reputed training institutions. In line with the current business requirements, employees were exposed to various programs on Project & Construction Management, Safety, Quality, Cost Control etc.

There is no employee, who received remuneration above the limit as prescribed by Section 217 (2A) of the Companies Act, 1956.

10. ENVIRONMENT

Though the Company's operations are not inherently polluting in nature, the Company continues to take adequate precautions to comply with all regulatory measures in this regard at all factories and construction sites.

In order to maintain the highest standard of safety and security with all levels of employees, the Company has formulated a "Health, Safety, Security and Environmental Policy (HSSE)" which is being strictly complied with. This ensures continuous improvement in the environmental performance, health and safety of the employees through out the year. A green belt has been developed in the works at Khidderpore, kolkata.

11. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Compliance of Condition of Corporate Governance are made a part of the Annual Report.

12. DECLARATION ON COMPLIANCE WITH CODE OF CONDUCTS

The Board has formulated a Code of Conducts for the members of Board and Senior Management team, which has been posted on the website of the Company. It is hereby affirmed that all the Directors and Senior Management Personnel have complied with the Code and a confirmation to that effect has been obtained from the Directors and the Senior Management.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the confirmation received from the Operating Management, confirm that -

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

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements 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; Quarterly and Half Yearly Results were also declared and limited reviews were undertaken;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, 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) they have prepared the annual accounts on a going concern basis.

For and on behalf of the Board

P. G. VAIDHYANATHAN Chairman

Kolkata

4th May, 2012

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Mar 31, 2011

TO THE MEMBERS,

The Directors hereby present the Seventy-Third Annual Report on business and operations together with Audited Accounts of the Company for the year ended 31st March, 2011:

1. FINANCIAL RESULTS

2010-2011 2009-2010 (Rs. in lakhs)

(i) Total Earnings 2078.10 6258.24

(ii) Total Expenditure 2505.69 6063.22

(iii) Profit/(Loss) before interest, depreciation and taxes (427.59) 195.02

(iv) Less: (a) Interest 429.43 335.19

(b) Depreciation 71.83 68.93

(v) Profit/(Loss) before taxes (928.85) (209.10)

Less : Provision for taxation Current Year - - Deferred 10.77 (24.54)

Fringe Benefit - 10.77 - (24.54)

(vi) Profit/(Loss) after taxes (939.62) (184.56) (vii) Less : Profit Brought

Forward From Last Year - 113.50

Transfer from General Reserve 939.62 71.06

(viii)Profit which the Directors have appropriated as under to:

(a) Proposed Dividend - -

(b) Tax on Dividend distribution - -

(c) General Reserve - -

(d) Balance Carried Forward - - Total - -

During the financial year 2010-11, the Company has achieved a turnover of Rs. 21 crores, which is commensurate with its operations, as against previous years' corresponding figures of Rs. 62 Crores. The reason for shortfall in achievement are various and can mainly be attributed towards the recent recessionary set back in the industrial scenario all over our Country.

As regards order booking, the target could not be achieved due to some unforeseen developments like re-tendering of some high value tenders where your Company had secured the L-1 position. However, during the current financial year the Company is making an all out effort to improve the order booking position and also achieve both higher turnover and profits.

2. RESERVES AND SURPLUS

The balance Reserves and Surplus, as at 31 st March, 2011 stands at Rs. 8.98 crores after making the appropriations indicated above.

3. NEW INITIATIVES

In line with its growing business all over the country, the Company took various steps and new initiatives in different segments of operation.

The prospect, in financial year 2011 -12 are expected to improve. All attempts are being made to improve the order booking position.

Following are the steps taken towards achievement of target:

(a) Regaining customers' confidence

(b) Initiatives to tie-up with various Public/Private sectors

(c ) Strengthen the working capacity of two workshops with active business development drive.

(d ) Synergise with group companies to create value

(e) Upgradation of safety and quality standard in order to meet up international standard

(f) Restructuring its Marketing Group to focus on Company's business both for project related areas as well as for the production unit

(g) Initiatives to penetrate Middle-East and South-East Asia markets for executing various construction jobs.

(h) To build self-sustaining base for construction plant and machineries.

(i) Aggressive implementation of cost reduction measures and cost control in all the activities.

(i) Technical Tie-ups with collaborators in and/or outside the country.

(k) Diversification in the related areas of operation.

(I) Upgradation of equipment, IT and other resources.

4. CONSERVATION OF ENERGY

The disclosures required in Form A of Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.

5. TECHNOLOGY ABSORPTION

Information in accordance with Provision to Section 217(1 )(e) of the Companies Act, 1 956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules 1988 are given in the Annexure "A".

6. FOREIGN EXCHANGE EARNINGS AND OUTGO

Exports Nil

Foreign Exchange utilised for

purchase of materials Nil

Expenditure in foreign currency Nil

Foreign Exchange earned Nil

7. AUDITORS

The retiring Auditors, Messrs Ray & Ray, being eligible have expressed their willingness to be re-appointed.

8. DIRECTORS

During the financial year 2010-11, there were some significant changes in the structure of the Board of Directors.

Mr. R P Singh, erstwhile Director desired to step down from the Board due to his other pressing work commitments.

With reluctance the Board accepted his resignation with effect from the end of business hour on 9th November 2010.

With effect from 4th May 2011, the Board Appointed Mr. Vijoy Kumar Sinha, as an additional Director, subject to approval by the shareholders at this Annual General Meeting.

Mr Vijoy Kumar Sinha, a B.Sc. Engineering (Mechanical) and RG. Dip in Business Management, is having around 40 years of experience in Project and Construction Management. He is associated with Tata Steel all through his career in different portfolios at the top levels. Presently he is holding the post of Consultant at the Office of Vice President (P & CP), Special Project Office of Tata Steel.

The Board considers that with the wide experience of Mr. Sinha in the field of Engineering and project Construction, the Company would excel satisfactorily.

In terms of Companies Act, 1 956 and Articles of Association of the Company, Mr. Jatin Mavani, Director, retires by rotation and being eligible, offer himself for reappointment at the ensuing Annual General Meeting.

None of the Directors are disqualified under Section 274 (1) (g) of the Companies Act, 1956. As required by law, this position is also reflected in the Auditors' Report.

9. HUMAN RESOURCES & INDUSTRIAL RELATIONS

At S&L, we believe and affirm the importance of development of human resources, which is most valuable and key element in bringing all round improvement and achieving growth of the business. S&L is proud to have a successful industrial relations philosophy which focuses on finding solutions through dialogue in a spirit of open work culture and constructive team work. This has enabled us to maintain a cordial and peaceful work environment throughout.

In addition to a core group of experienced professionals who have remained with the organization for decades, fresh professionals in various disciplines were also inducted. For enhancement of professional capabilities, employees were exposed to various training program both in-house organized by IOT and S&L as well as by reputed training institutions. In line with the current business requirements, employees were exposed to various programs on Project & Construction Management, Safety, Quality, Cost Control etc.

The details of the employees, who received remuneration above the limit as prescribed by Section 217 (2A) of the Companies Act, 1956, is not applicable to our Company for the Financial Year 2010-ll.

10. ENVIRONMENT

Though the Company's operations are not inherently polluting in nature, the Company continues to take adequate precautions to comply with all regulatory measures in this regard at all factories and construction sites.

In order to maintain the highest standard of safety and security with all levels of employees, the Company has formulated a "Health, Safety, Security and Environmental Policy (HSSE)" which is being strictly complied with. This ensures continuous improvement in the environmental performance, health and safety of the employees through out the year. A green belt has been developed in the works at Khidderpore.

11. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditor's Certificate regarding Compliance of Condition of Corporate Governance are made a part of the Annual Report.

12. DECLARATION ON COMPLIANCE WITH CODE OF CONDUCTS

The Board has formulated a Code of Conducts for the members of Board and Senior Management team, which has been posted on the website of the Company.

It is hereby affirmed that all the Directors and Senior Management Personnel have complied with the Code and a confirmation to that effect has been obtained from the Directors and the Senior Management.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the confirmation received from the Operating Management, confirm that-

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

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements 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; Quarterly and Half Yearly Results were also declared and limited reviews was undertaken;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

For and on behalf of the Board

P. G. VAIDHYANATHAN Chairman

Kolkata

4th May, 2011

---

Mar 31, 2010

The Directors hereby present the Seventy Second Annual Report on business and operations together with Audited Accounts of the Company for the year ended 31 st March, 2010:

1. FINANCIAL RESULTS 2009-2010 2008-2009 (Rs. in lakhs)

(i) Total Earnings 6258.24 9607.56

(ii) Total Expenditure 6063.22 8950.19

(iii) Profit before interest, depreciation and taxes 195.02 657.37

(iv) Less: (a) Interest 335.19 273.77

(b) Depreciation 68.93 81.47

(y) Profit before taxes (209.10) 302.13

Less : Provision for taxation Current Year - 142.00

Deferred (24.54) (26.76)

Fringe Benefit - (24.54) 12.00 127.24

(vi) Profit after taxes (184.56) 174.89

(vii) Less: Profit Brought

Forward From Last Year 113.50 -

Transfer from General Reserve 71.06 -

- 174.89

(viii)Profit which the Directors

have appropriated as under to:

(a) Proposed Dividend - 45.00

(b) Tax on Dividend distribution - 7.65

(c) General Reserve - 8.74

(d) Balance Carried Forward - 113.50

Total - 174.89

During the financial year 2009-10, the Company has achieved a turnover of Rs. 62.58 crores, which is commensurate with its operations, as against previous years corresponding figures of Rs. 96.07 Crores. The reason for shortfall in achievement are various and can mainly be attributed towards the recent recessionary set back in the industrial scenario all over our Country.

The year 2009-10 had started with an opening order booking load of Rs. 1 07 crores. As regards order booking, the target could not be achieved due to some unforeseen developments like-re-tendering of some high value tenders where your Company had secured the L-1 position. However, during the current financial year the Company is making on all out effort to improve the order booking position and also achieve both higher turnover and profits.

2. RESERVES AND SURPLUS

The balance Reserves and Surplus, as at 31 st March, 201 0 stands at Rs. 1 8.37 crores after making the appropriations indicated above.

3. NEW INITIATIVES

In line with its growing business all over the country, the Company took various steps and new initiatives in different segments of operation.

Initiatives taken for improvement in Project Business:

The prospect in financial year 2010-1 1 are expected to improve. All attempts are being made to improve the order booking position.

We have already received order for maintenance works from TSL, Jamshedpurfor 1 3.5 Crores.

Following are the prospects :

- IOTEP will subcontract us for their Crude & Finished Product Tankages facility at Paradip Refinery Project at Paradip, Orissa.

- Revised price bid for Ix 300 tpd Lime & Dolomite Kiln project of Visa Steel Limited, Jajpur, Orissa has already been submitted and our offer is under active consideration.

- Our bid for Yard & Utility Pipeline work for 2.2 MT Integrated Steel Plant in Siyaljodi, Near Bokaro, Jharkhand for Electrosteel Integrated Limited is in final stage of negotiation,

- Price bid for 3.0 MTPA Expansion Project for Cold Blast Pipework for Tata Steel, Jamshedpur, Jharkhand, has been submitted based on technocommercial meeting with the client.

- Price bid for LP Piping of 6 x 660 MW Sasan UMPP at Sasan, Madhya Pradesh for Reliance Infrastructure Limited has been submitted.

Product Business for Khidderpore Works :

- It has been decided to fabricate structural jobs and gratings, required for execution of several projects in Hydrocarbon and Metal sectors, at our factory.

- Actions initiated, under the guidance of IOT, to take up Fabrication of Cable trays and other items on continuous basis.

Live Offers as on 31.03.2010 for project is Rs. 190 Cr.

ERP System

Keeping in view the growth plan of S&L, ERP solution has been implemented in its major operational areas.

After successful completion of End User training as well as User Acceptance Test (UAT), the system has now gone Live.

4. CONSERVATION OF ENERGY

The disclosures required in Form A of Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1 988 are not applicable to the Company.

5. TECHNOLOGY ABSORPTION

Information in accordance with provision to Section 21 7(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1 988 are given in the Annexure "A".

6. FOREIGN EXCHANGE EARNINGS AND OUTGO

Exports Nil

Foreign Exchange utilised for purchase of materials Rs. 6.85 lakhs

Expenditure in foreign currency Rs. 11.90 lakhs Foreign Exchange earned Nil

7. AUDITORS

M/S. Ray & Ray, Chartered Accountants, has been proposed to be appointed as Statutory Auditors of the Company in place of M/S. Price Waterhouse, Chartered Accountants, the retiring Auditors, who are unwilling to be re-appointed as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

8. DIRECTORS

During the financial year 2009-10, there were significant changes in the structure of the Board of Directors. Earlier Chairman and Managing Director, Mr. Rapjit Kumar Dutta expressed his inability to continue due to personal commitments.

Mr. Jayanta Bhuyan, erstwhile Director also desired to step down from the Board due to other pressing work commitments.

With reluctance the Board accepted their resignations with effect from the end of business hour on 30th September, 2009.

The Board places on record its deep appreciation for the valuable contributions made for the growth and transformation of the Company during the tenure of Mr. Ranjit Kumar Dutta as Chairman and Managing Director and Mr. Jayanta Bhuyan as Director of the Company.

On 30th September, 2009 the Board of Directors appointed Mr. R G. Vaidhyanathan and Mr. K. K. Ranade as Additional Directors of the Company, subject to appointment of them at the ensuing Annual General Meeting by the Shareholders, as Directors.

Mr. R G. Vaidhyanathan, B.E. (Mechanical), has vast experience of more than 38 years in the field of Construction and Engineering. In his wide career, he had worked with

M/s. Selas India Limited, M/s. Simon Carves India Ltd. and nearly 31 years for M/s Petron Engineering Construction Limited on various projects in India and abroad. As Director (Operation) from 1992, he was the in-charge of the total operations of M/s. Petron controlling engineering, commercial tendering and operation of project sites as well as project finances upto 2007. His strengths are exposure to and experience in all aspects of running of a project engineering and construction company. Presently he is the Managing Director of IOT Engineering Projects Limited. The Board considers that with the wide experience of Mr. Vaidhyanathan in the field of Construction Engineering, the Company would excel satisfactorily.

Mr. K. K. Ranade, B.Sc./B.E. (Mechanical), has vast experience of 38 years in the field of Construction and Engineering. In his wide career, he had worked with M/s. Simon Carves India Ltd. and nearly 31 years for M/s. Petron Engineering Construction Limited. As President (Construction) he was responsible for execution of all contracts in India and abroad of M/s. Petron upto 2007. His strengths lies in successful completion of all the projects. Presently he is a Director of IOT Engineering Projects Limited. The Board considers that with the wide experience of Mr. Ranade in the field of Construction Engineering, the Company would excel satisfactorily.

Consequent upon the retirement of Mr. Sujit Das, Nominee Director of General Insurers (Public Sector) Association of India (GIPSA) in our Board, from National Insurance Company Limited, GIPSA proposed the appointment of Mr. K. R Brahma, General Manager, National Insurance Company Limited, as a Nominee Director of GIPSA in our Board, in place of Mr. Sujit Das. Accordingly, the Board of Directors appointed Mr. K. P. Brahma as Additional Director of the Company with effect from 29th January, 2010, subject to his appointment at the ensuing Annual General Meeting by the Shareholders, as Director.

The Board placed on record its deep appreciation for the valued guidance and assistance provided by Mr Sujit Das during his tenure as the Director of the Company.

Mr. K. R Brahma, a post graduate in Science, has vast experience in the field of Insurance and general management. He had joined General Insurance Corporation of India in the year 1978 as direct recruit officer. Initially he was allotted to United India Insurance Co. Ltd. in 1979. There he worked in various capacities in different places. After working for 30 years, he joined National Insurance Co. Ltd. on 10th August, 2009 as General Manager. The Board considers that with the wide experience of Mr. Brahma in the Administrative, implementation and Management level, the Company would excel satisfactorily.

The Company received notices, under Section 257 of the Companies Act, 1956 proposing the names of Mr. R G. Vaidhyanathan, Mr. K. K. Ranade and Mr. K. R Brahma, for appointment as directors of the Company. Accordingly, resolutions for their appointment as Directors of the Company, has been included in the Notice of the forthcoming Annual General Meeting.

In terms of the Companies Act, 1956 and Articles of Association of the Company, Mr. R. K. Tripathy, Director, retires by rotation and being eligible, offer himself for reappointment at the ensuing Annual General Meeting.

None of the Directors are disqualified under Section 274 (1) (g) of the Companies Act, 1956. As required by law, this position is also reflected in the Auditors Report.

9. HUMAN RESOURCES & INDUSTRIAL RELATIONS

At S&L, we believe and affirm the importance of development of human resources, which is most valuable and key element in bringing all round improvement and achieving growth of the business. S&L is proud to have a successful industrial relations philosophy which focuses on finding solutions through dialogue in a spirit of open work culture and constructive team work. This has enabled us to maintain a cordial and peaceful work environment throughout.

For better performance and further growth, Mr. R. N. Basuray and Mr. A. K. Mitra, who are highly technically qualified and experienced professionals with wide knowledge in their related field of operations and general management, assumed the charge of Key Managerial Personnel of the Company.

In addition to a core group of experienced professionals who have remained with the organization for decades, fresh professionals in various disciplines were also inducted. For enhancement of professional capabilities, employees were exposed to various training program both in-house organized by IOT and S&L as well as by reputed training institutions. In line with the current business requirements, employees were exposed to various programs on Project & Construction Management, Safety, Quality, Cost Control etc.

The details of the employees, who received remuneration above the limit as prescribed by Section 217 (2A) of the Companies Act, 1956, is attached in Annexure "B".

10. ENVIRONMENT

Though the Companys operations are not inherently polluting in nature, the Company continues to take adequate precautions to comply with all regulatory measures in this regard at all factories and construction sites.

In order to maintain the highest standard of safety and security with all levels of employees, the Company has formulated a "Health, Safety, Security and Environmental Policy (HSSE)" which is being strictly complied with. This ensures continuous improvement in the environmental performance, health and safety of the employees throughout the year. A green belt has been developed in the works at Khidderpore.

11. CORPORATE GOVERNANCE

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

12. DECLARATION ON COMPLIANCE WITH CODE OF CONDUCTS

The Board has formulated a Code of Conducts for the members of Board and Senior Management team, which has been posted on the website of the Company.

It is hereby affirmed that all the Directors and Senior Management Personnel have complied with the Code and a confirmation to that effect has been obtained from the Directors and the Senior Management.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 21 7 (2AA) of the Companies Act, 1956, the Directors, based on the confirmation received from the Operating Management, confirm that—

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

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements 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; Quarterly and Half Yearly Results were also declared and limited reviews were undertaken;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, 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) they have prepared the annual accounts on a going concern basis.

For and on behalf of the Board

Kolkata P G. VAIDHYANATHAN

29th April, 2009 Chairman