You are here » Home » Companies » Company Overview » Jyoti Ltd

Jyoti Ltd.

BSE: 504076 Sector: Engineering
NSE: N.A. ISIN Code: INE511D01012
BSE LIVE 13:42 | 22 Aug 43.00 -2.05
(-4.55%)
OPEN

45.05

HIGH

45.05

LOW

42.80

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 45.05
PREVIOUS CLOSE 45.05
VOLUME 269
52-Week high 63.70
52-Week low 30.20
P/E
Mkt Cap.(Rs cr) 74
Buy Price 43.00
Buy Qty 71.00
Sell Price 47.30
Sell Qty 9.00
OPEN 45.05
CLOSE 45.05
VOLUME 269
52-Week high 63.70
52-Week low 30.20
P/E
Mkt Cap.(Rs cr) 74
Buy Price 43.00
Buy Qty 71.00
Sell Price 47.30
Sell Qty 9.00

Jyoti Ltd. (JYOTI) - Director Report

Company director report

To

The Members of Jyoti Limited

Your Directors present this SEVENTY FIRST ANNUAL REPORT and Audited Accounts for theyear ended on 31st March 2015.

FINANCIAL RESULTS

(Rs. in Lakhs)

2014-15 2013-14
Total Income 23987.44 24145.28
Profit/(Loss) before Finance Cost and Depreciation (2661.07) (4574.13)
Less: Finance Cost 7272.79 6868.86
Profit/(Loss) before Depreciation (9933.86) (11442.99)
Less: Depreciation 1403.94 1000.61
Profit/(Loss) before Tax (11337.80) (12443.60)
Provision for Taxation - Current Tax - -
- Deferred Tax (122.93 ) 354.97
- Tax expense for earlier years 139.57 40.73
Balance of Profit/(Loss) for the year (11354.44) (12839.30)

OPERATIONS

A. PERFORMANCE

1. The Net Sales of the Company for the year ended on 31st March 2015marginally improved to Rs. 234.79 crores as compared to Rs. 231.78 crores of the previousyear. The sales remained lower on account of following reasons:-

a) The continued slowdown in the economy in general and particularly in irrigation andwater management projects resulted in stagnation of top-line performance. Despitecomfortable order book position the Company could not execute various orders.

b) The slowdown in the infrastructure industry segment also affected Company’s endcustomers. Non recovery of dues from such customers forced the Company to curtail furtherexecution of orders.

c) The cash crunch faced due to above reasons resulted in Company not being able tomake the payment to banks for Letter of Credit facilities. This affected further LCs to beopened in favour of materials suppliers which in turn affected production and consequentsales.

d) External factors such as forest land issue environmental issueevacuationpreparation of site etc. have affected planned execution by construction companies whichare our major partners in EPC contracts. This in turn affected Company’s scheduledproduction and supplies in such cases.

2. The loss during the year was lower at Rs. 113.54 crores as compared to previousyear’s loss of Rs. 128.39 crores. The main reasons for the losses are-

a) The material costs have been higher due to pressure in material prices and increasedcosts due to delay in execution of various projects discounts demanded by customers inproduct sales certain strategic orders taken at lower margin for future sustainability oforder flow etc.

b) The Company was able to reduce Employees benefits expense and other expenses butthe lower sales and high material costs resulted in lower contribution which could notabsorb these expenses fully.

c) The difficult market situation in the EPC Contracts continues to affect theoperations and profitability of the Company. Many customers have postponed further capitalexpenditure in various projects and/or kept further implementation in abeyance and somereceivables have become doubtful. As a precaution the Company has provided for such badand doubtful receivables and advances in the Statement of Profit and Loss.

d) The Depreciation charge for the year was higher by Rs. 4.03 crores on account ofdepreciation being charged on the carrying amount of the assets over the remaining usefullife of the assets in terms of provisions of the Companies Act 2013.

e) The continued cash losses eroded the working capital resulting in severe liquidityconstraints faced by the Company. The high debt of term loans working capital and LCdevolvements increased the Finance Cost further to Rs. 72.73 crores from Rs. 68.69 croresin the previous year.

B. CURRENT OUTLOOK

Despite the subdued industrial outlook the Company strives for increased operationsturnover cost reduction and collection from receivables. The Management has already takenvarious measures for the revival of the Company as follows:

a) The Company is making all out efforts to collect old overdues and close monitoringat all levels is being done to realise current receivables in time. The Managementbelieves that the steps taken will slowly but surely give results in improved cash flowsand reduction in finance costs.

b) The Company has stopped taking orders of lower margin and there are continuousefforts to negotiate sales price to provide turnover profitability and cash surplus forthe Company.

c) The Company has reduced the material cost and increased the contribution from ordersto absorb the overheads.Your Directors are happy to report that the efforts have resultedin a lower material content in the current year and Company hopes to have a positiveEBIDTA during the current year.

d) Measures for rationalisation of manpower with increased productivity will result inreduction of overall employees’ cost.

e) Control of overheads and administration expenses will result in substantial savingsfor the Company.

f) Barring absolutely essential capital expenditure for operational requirementsManagement has cut down on all capital expenditure.

DIVISIONAL PERFORMANCE

A. ENGINEERED PUMPS & PROJECTS DIVISION

During the year under review Engineered Pumps & Projects Division (EPPD) continuedto pass through a very difficult phase in view of the market situation and poor economy.The economic slowdown continued during the year and the infrastructure companies who arethe main customers of EPPD were passing through a very difficult phase. Even though therewas no major improvement in the economic situation the division managed to have carryforward orders of Rs. 481 crores during the end of the year.

The division received four orders for Sauni Yojna Project under Government of Gujaratfrom two of its major customers namely M/s NCC Limited and M/s Megha Engineering &Infrastructure Limited worth Rs. 115 crores. In the Irrigation Sector the division iswell placed for future orders upto Rs. 450 crores in the states of Karnataka and AndhraPradesh where the Company has pretendering tie up as per pre-qualification requirementwith Infrastructure Companies who are already lowest as per the bid opening results.

During the year under review the Company has successfully commissioned water supplyprojects under Nagpur Municipal Corporation where 8 Nos. of 777 HP Vertical Turbine pumpswere commissioned along with allied electrical and mechanical equipments. Similarly thedivision has also commissioned Watrak-I and Watrak-II Lift Irrigation Projects underNarmada River Resources Department Government of Gujarat. These projects involvecommissioning of 6 Nos. of pumps of 2749 HP 3 Nos. of pumps of 1810 HP 3 Nos. of pumpsof 449 HP and 3 Nos. of Pumps of 1408 HP. The project was successfully synchronized and ispresently under Operation & Maintenance. Another Lift Irrigation Scheme wascommissioned in the state of Jharkhand under PHED. In all these projects the division wasresponsible for design engineering supply erection testing & commissioningincluding Operation and Maintenance of Pumps Motors and ElectroMechanical works includingScada.

The division is executing a major order for Naval Dockyard along with HindustanConstruction Company Limited Mumbai. This order calls for design engineering supplyerection testing & commissioning of 13 Nos. of systems required for de-watering andmaintenance of ships in the Dry Dock. The commissioning of this project has to be done ina phased manner. During the year the division has successfully commissioned Fresh WaterSystem and Compressor System including substation. This project on completecommissioning will bring lot of credentials to the division and the Company.

During the year the division has successfully completed supply of 3 Nos. CirculatingWater Pumps with Motors including Raw Water and Make Up Water Pumps along withElectro-Mechanical equipments in record time for 1 x 500 MW NTPC Vindhyachal Thermal PowerStation Project. Similarly the division has also supplied 4 Nos. Circulating Water Pumpswith Motors through L&T for 2 x 660 MW Super Critical Thermal Power Station underRajasthan Rajya Vidyut Utpadan Nigam Limited for their 1st Unit. Inspite of alldifficulties these pumps were supplied in record time which was acknowledged andappreciated by L&T.

The 1st Concrete Volute Circulating Water Pump was manufactured and suppliedby the Company under technical collaboration with TM.P. S.p.A. – TermomeccanicaPompe Italy for 2 x 660 MW Power Project for NCC Power Projects Limited. There are 4 Nos.of Circulating Water Pumps with Motors and the project is being executed through M/s NCCLimited. All the above pumps are under erection. On successful commissioning the Companywill qualify on their own for Concrete Volute Circulating Water Pumps for power plantsupto 660 MW.

B. HYDEL

During the year the Hydel Division has bagged the largest order in Small Hydro fromSardar Sarovar Narmada Nigam Limited in Joint Venture with M/s Megha Engineering &Infrastructure Limited. The value of the order is Rs. 421 crores and the share of yourCompany is Rs. 90 crores. This involves supply of 9 Nos. Kaplan Turbines with GeneratorsGear Boxes and allied ElectroMechanical Equipments. This is the single largest order forany company in Small Hydro below 10 MW.

There was stagnation in Small Hydro Sector during the year mainly due to environmentalissues and financial non-closure with banks. The division which has an average turnover ofabout Rs. 20 crores every year has an order book of Rs. 140 crores at the end of the year.

The division has successfully bagged six orders in Indonesia and have successfullycommissioned three projects. The division is well placed in Indonesia and more orders areexpected. The division has pending orders of Rs. 225 crores awaiting finalisation. Thedivision is shifting its present business focus to export and plan to do businessselectively in the domestic market.

During the year the division has successfully designed manufactured and supplied 4Nos. x 2.1 MW 4-Jet Vertical Pelton Turbines with Generators and allied electro-mechanicalequipments for Chirangpong Hydro Project in Indonesia. Similarly part supplies for NTPCSingrauli Small Hydro Power Project of 2 x 4 MW were made during the year which includes 2Nos. Generators of 4 MW.

The division had supplied 2 Nos. x 2.5 MW Vertical Kaplan machines to Ukai ThermalPower Plant in Gujarat in the year 1988. These turbines and Generators were workingsatisfactorily since commissioning. During the year the division has successfullyrefurbished these turbines and generators for continuous satisfactory operation. Thecustomer is very happy and satisfied with the performance of these machines and servicesof the division.

C. ROTATING ELECTRICAL MACHINES

The division was basically concentrating on captive manufacturing for their EPPD andHydel divisions.The division caters to the requirement of motors for Infrastructure sectorand generators for Hydro Power sector. During the year under review both infrastructuresector and Hydro Power had a very slow growth rate. Hence the division was not in aposition to book orders for motors and generators alone. During the year the division hasmanufactured 19 Nos. of motors and 2 Nos. of generators for EPPD and Hydel divisions.

With the Hydel order from Sardar Sarovar Narmada Nigam Limited the division has todesign manufacture and supply 9 Nos. of generators of 5 MW each during the comingfinancial year. This in-house manufacturing facility strengthens the EPPD and HydroDivisions as the Company is the only manufacturer of Pumps and Turbines who alsomanufacture motors and generators.

The division continued to get its share of business for Arnos from Indian Railways.During the year under review the company has supplied 34 Nos. of Arnos.

D. SWITCHGEAR

During the financial year under review the Switchgear Division of the Company achievedSales of Rs. 7750 Lacs. The VCB production in terms of quantity is around 1900 Nos. and HTSwitchgear Panels Manufactured are 2090 Nos. which include RMU Production of 264 Nos. TheSwitchgear Division has received orders worth Rs. 7400 Lacs in the year 2014-15.

During the financial year under review the Switchgear Division has achieved all timehigh target of 30% than previous year for Sales Production Order Booking and PaymentCollection.

In addition to the above several milestones have been achieved by the SwitchgearDivision during the financial year 2014-15 some of which are enumerated below:

1. The Company has executed first order of MGVCL – GEB DISCOM for 100 Nos. RMUworth Rs. 440 Lacs which are highlytechnically featured RMU with Motorization and SCADAcompatible as per R-APDRP projects and specification are as per guidelines of theGovernment of India (GOI).

2. Based on this order execution the Company has received second order from MGVCL for260 Nos. worth Rs. 900 Lacs for the same specification under R- APDRP projects of GOI.

The company has also received some more orders for RMU from various customers such asAPEPDCL Pondichery Electricity Board etc.

3. The Company bagged various 11 kV VCB panels orders from GETCO worth approximatelyRs. 2000 Lacs and executed them successfully.

4. Apart from above the Company has also done Export Business of Rs. 1900 Lacs duringthe financial year which is all time high. The Company is going to apply for STAR HOUSEexport category in the current year.

5. The Company has increased order booking of 33 KV Indoor VCB Panel as well as 33 KVOutdoor VCBs during the financial year amounting to Rs. 150 Lacs.

6. SF6 Ring Main Unit

The Company has manufactured 264 Nos. SF6 Ring Main Unit of various types and has settarget of 400 Nos. RMU from next financial year onwards.

As R-APDRP projects are funded by GOI and there will be huge requirement of RMU in nextfive years the Company is hopeful that there will be no shortage of orders for RMU andhuge growth in RMU Business is targeted by the Company.

For other Medium Voltage Switchgear Products also the Company has decided to do there-certification of various products as a continuous product certification process during2015-16 and with the continuous thrust the requirement is bound to grow in the power andother sectors. The Company is confident of achieving better performance in the years tocome.

EXPORTS

During the year under review the Company’s exports valued at Rs. 2840.57 lakhs.The Company’s major exports are to Sultanate of Oman for Switchgear and Indonesia forHydel Turbines.

REGISTRATION WITH THE BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR)

During the year the Company got registered with the Board for Industrial and FinancialReconstruction (BIFR) in terms of the provisions of Section 15(1) of the Sick IndustrialCompanies (Special Provisions) Act 1985 (SICA) for determination of measures for itsrehabilitation. The Company has already initiated the process of declaring itself as aSick Company.

PUBLIC DEPOSITS

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

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loan or provided guarantees or made any investments asprescribed under Section 186 of the Companies Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 the relevant data pertaining to conservation of energy technologyabsorption and foreign exchange earnings and outgo are given in Annexure A formingpart of this Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per Clause 49 of the Listing Agreements entered into with the stock exchangesCorporate Governance Report with Auditors’ Certificate thereon and ManagementDiscussion and Analysis are given in Annexure B forming part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Resignation / Cessation

The following Directors resigned from the Company:-

Sr. No. Name of Director Date of Resignation Designation
1. Mr. Aswini Sahoo 31.07.2014 Additional Director
2. Dr. B. S. Pathak 31.08.2014 Director
3. Mrs. Tejal Amin 31.08.2014 Director
4. Mr. V.K. Gulati 01.09.2014 Additional Director
5. Dr. M. H. Mehta 04.11.2014 Director
6. Dr. M. Ramamoorty 05.11.2014 Director

Your Directors place on record their sincere appreciation for the valuable contributionmade by them to the Company during their tenure.

During the year under review two of the Directors Mr. Bharat Patel and Mr. S. N.Rajan ceased to be Directors of the Company with effect from 10th November2014 owing to their own act of unilateral termination of contractual agreement and therebyceasing to be nominees on the Board of the Company in terms of explanation to theprovisions of Section 149(7) of the Companies Act 2013.

During the year Mr. Ajay Kamdar resigned as the Chief Financial Officer of the Companywith effect from 15th February 2015.

2. Appointments

During the year the following Directors were appointed by the Board of Directors asAdditional Directors of the Company who shall hold office until the next Annual GeneralMeeting and are eligible for appointment as Independent Directors / Directors.

Sr. No. Name of Director Date of Appointment Category
1. Mr. Tushar Dayal 30.10.2014 Independent
2. Mr. Vijaykumar Gulati 30.10.2014 Independent
3. Mr. Shrikar Bhattbhatt 30.10.2014 Independent
4. Dr. Rajesh Khajuria 30.10.2014 Independent
5. Mr. Marut Patel* 30.10.2014 Independent
6. Mrs. Tejal Amin 31.03.2015 Non-Executive

* With effect from 30th May 2015 Mr. Marut Patel continues as an Additional Director(Non-Executive) of the Company as the Company is availing Consultancy services from M/s.Info Jinie where wife of Mr. Marut Patel is the Proprietor. Being interested Mr. MarutPatel is no longer eligible to be Independent Director as per the criteria specified underthe provisions of Section 149(6) of the Companies Act 2013 and as required under Clause49 of the Listing Agreements entered into with the Stock Exchanges.

The Directors at their Meeting held on 31st March 2015 have appointed Mr.Jayesh Verma Chartered Accountant as the Chief Financial Officer of the Company witheffect from 4th June 2015.

3. Retirement by Rotation

Mr. Uresh V. Desai retires by rotation and being eligible seeks re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm and state that -i In thepreparation of the annual accounts the applicable accounting standards have been followedalong with proper explanation relating to material departures; ii. The Directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the loss of the companyfor that period; iii. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; iv. The Directors had prepared the annual accounts on a ‘goingconcern’ basis; v. The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and vi. The Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

BOARD MEETINGS

The Board of Directors met 8 (eight) times during the year. The details of the BoardMeetings and the attendance of the Directors are provided in the Corporate GovernanceReport which forms part of this Report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this Report.

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE

The Company does not have any subsidiary.

During the year JSL Industries Ltd. ceased to be Associate Company of the Company.

The Company has a Joint Venture Company Jyoti Sohar Switchgear LLC Sultanate of Omanand holds 49% of the total shareholding.

WHISTLE BLOWER & VIGIL MECHANISM

The Company has established a "Whistle Blower and Vigil Mechanism Policy" forDirectors and employees to report the genuine concerns. The provisions of this policy arein line with the provisions of Section 177(9) of the Companies Act 2013 and the revisedClause 49 of the Listing Agreements with the Stock Exchanges. Policy is available on thewebsite of the Company at the web-linkhttp://www.jyoti.com/pdf/whistle_blower_and_vigil_mechanism_policy.pdf

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given declaration to the Company stating theirindependence pursuant to Section 149(6) of the Companies Act 2013 and there has been nochange in the circumstances which may affect their status as independent directors duringthe year.

However with effect from 30th May 2015 Mr. Marut Patel continues as anAdditional Director (Non-Executive) of the Company as the Company is availing Consultancyservices from M/s. Info Jinie where wife of Mr. Marut Patel is the Proprietor. Beinginterested Mr. Marut Patel is no longer eligible to be Independent Director as per thecriteria specified under the provisions of Section 149(6) of the Companies Act 2013 andas required under Clause 49 of the Listing Agreements entered into with the StockExchanges.

NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions ofSection 178 and other applicable provisions of the Companies Act 2013 and Rules theretostating therein the Company’s policy on appointment and remuneration of Directors andKey Managerial Personnel which was approved and adopted by the Board of Directors in itsMeeting held on 31st July 2014. The said Policy may be referred to at theCompany’s official website at the web-link http://www.jyoti.com/pdf/nomination_and_remuneration_policy_n_evaluation_criteria.pdf

RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement the Company hasconstituted a Risk Management Committee. The details of Committee and its terms ofreference are set out in the Corporate Governance Report forming part of the Board’sReport.

The Risk Management Policy of the Company may be referred to at the Company’sofficial website at the web-link http://www.jyoti.com/pdf/risk_management_policy.pdf

BOARD EVALUATION

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board.

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

- Attendance and participation in the Meetings and timely inputs on the minutes of themeetings

- Adherence to ethical standards & code of conduct of Company and disclosure of non–independence as and when it exists and disclosure of interest

- Raising of valid concerns to the Board and constructive contribution to resolution ofissues at meetings

- Interpersonal relations with other directors and management

- Objective evaluation of Board’s performance rendering independent unbiasedopinion

- Understanding of the Company and the external environment in which it operates andcontribution to strategic direction

- Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard ofconfidential information The evaluation involves Self-Evaluation by the Board Member andsubsequently assessment by the Board of Directors. A member of the Board will notparticipate in the discussion of his / her evaluation.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are given inAnnexure C forming part of this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with the PromotersDirectors and Key Managerial Personnel etc. which may have potential conflict withinterest of the Company at large.

The Policy on Related Party Transactions of the Company as approved by the Board isuploaded on the Company’s website at the web-linkhttp://www.jyoti.com/pdf/policy%20on_related_party_transactions.pdf. The Audit Committeereviews all related party transactions quarterly.

The particulars of contracts or arrangements with related parties given in "FormAOC-2" are given in Annexure D forming part of this Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyappointed M/s. J.J. Gandhi & Co. Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the financial year 2014-15. The Secretarial AuditReport is appended as Annexure E forming part of this Report.

The observations of the Auditor along with comments / clarifications of the Board ofDirectors thereon are as follows:

• Observation No.1

The 70th Annual General Meeting (hereinafter referred to AGM) of theShareholders of the Company held on 22nd Sept. 2014 (original date of AGM 11thSept. 2014 was postponed due to flood in Vadodara for which public notice was givenin News papers the Indian Express and the Financial Express both dated 11th Sept.2014) at the Registered Office of the Company was adjourned sine die for adoption ofFinancial Statements as on 31st March 2014 by the shareholders of the Company.As per requirement of provisions of Section 137(1) of the Companies Act 2013 the Companycould not file Financial Statements adopted by the Shareholders of the Company with theRegistrar of Companies Gujarat. The unadopted Financial Statements filed by the Companypursuant to proviso of Section 137(1) of the Act are provisional till the FinancialStatements are filed after their adoption in the adjourned AGM. Further Pursuant torequirement of provisions of Section 121(2) of the Companies Act 2013 the Company hadfiled report on AGM before its conclusion though the AGM was adjourned sine die.

Clarification / Comment on Observation No.1

The Resolution No.1 pertaining to the adoption of Financial Statements withoutassigning any reasons was not passed as the votes cast against were more than the votescast in favour of approval. Therefore the AGM out of two schools of thoughts about"conclusion of AGM after laying down all prescribed matters before the AGM and afterAGM considering all of them" the Chairman of the meeting treated the meeting asadjourned sine die for want of adoption of financial statements in compliance with Section137 of the Companies Act 2013.

• Observation No.2

Considering the termination of Shareholders’ Agreement dated 14th Sept.2010 the Board of Directors of the Company at its meeting held on 10th Nov.2014 resolved that Mr. Bharat Patel and Mr. S N Rajan ceased to be Directors of theCompany. The Board further suspended all rights including voting rights attached to1800000 equity shares issued by the Company on preferential basis under theShareholders' Agreement dated 14th September 2010. The required compliance forintimation for cessation of Directors of the Company viz. Mr. Bharat Patel and Mr. S NRajan had not been filed/ uploaded with the portal of Ministry of Corporate Affairs by theCompany.

Clarification / Comment on Observation No. 2

To comply with the legal requirements the Company did make attempts to file / uploadthe information on portal yet as in Form DIR-12 the option for cessation pursuant tothe termination of nomination pursuant to explanation under Section 149(7) of theCompanies Act 2013 is not available the Company could not complete the filing anduploading work. However it has already approached the Ministry of Corporate Affairs videletters dated 4th December 2014 9th January 2015 14th March2015 11th May 2015 and lastly on 21st May 2015 and has not onlyreported the matter but has also requested for removal of difficulty faced by the Companyand issue necessary direction to the Company or to the office of the Registrar ofCompanies Gujarat so that Form DIR-12 can be filed/ uploaded. The matter is under theconsideration of the Ministry of Corporate Affairs.

INTERNAL CONTROL SYSTEMS

The Company has an adequate system of internal control procedures which iscommensurate with the size and nature of business. Detailed procedural manuals are inplace to ensure that all the assets are safeguarded protected against loss and alltransactions are authorised recorded and reported correctly. The internal control systemsof the Company are monitored and evaluated by internal auditors and their audit reportsare periodically reviewed by the Audit Committee of the Board of Directors. Theobservations and comments of the Audit Committee are also generally placed before theBoard.

EQUAL OPPORTUNITY EMPLOYER

The Company has always provided a congenial atmosphere for work to all employees thatis free from discrimination and harassment including sexual harassment. It has providedequal opportunities of employment to all without regard to their caste religion colourmarital status and sex. The Company has also framed a Policy on "Prevention of SexualHarassment" at the workplace. There were no cases reported under the said Policyduring the year.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act 2013 (Act) readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules and thedisclosures pertaining to remuneration and other details as required under Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given in Annexure F forming part of thisReport.

STATUTORY AUDITORS

At 70th Annual General Meeting (AGM) of the Company held on 22nd September2014 the resolution for appointment of Statutory Auditors was not passed and no otherauditor was also appointed at the said AGM consequently no auditor was appointed in thesaid AGM. The provisions of Section 139(10) of the Companies Act 2013 state that if atany Annual General Meeting no auditor is appointed or re-appointed the existing auditorshall continue to be the auditor of the Company. In view of the above the StatutoryAuditors M/s. V.H. Gandhi & Co. Chartered Accountants Vadodara hold office up tothe ensuing Annual General Meeting and being eligible offer themselves for appointment.The Board recommends their appointment for a term of two consecutive years from theconclusion of this Seventy First Annual General Meeting up to the conclusion of SeventyThird Annual General Meeting of the Company in the calendar year 2017 subject toratification of their appointment in the intermittent Annual General Meeting to be held incalendar year 2016. The Company has received letter from them to the effect that theirappointment if made would be within the prescribed limits under Section 141 of theCompanies Act 2013 and that they are not disqualified from appointment.

The Auditors’ Report to the Members for the year under review is self-explanatoryand does not contain any qualification.

COST AUDITORS

In terms of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 certain companies were specifically excluded frommaintaining cost records and carrying out cost audit thereof which also included yourCompany. Therefore during 2014-15 the Company was neither required to maintain costrecords for its products nor carry out cost audit of the same. Further vide the Companies(Cost Records and Audit) Amendment Rules 2014 which were notified on 31st December2014 and applicable from 1st April 2015 the Company is once again subject tomaintenance of Cost Records of its products such as Motors Pumps Turbines Generatorsand Relays and is required to get them audited for the financial year 2015-16.

Based on the recommendation of the Audit Committee and subject to the ratification ofthe remuneration of the Cost Auditors by the Members of the Company the Board ofDirectors of your Company has appointed the following Cost Auditors for conducting theaudit of cost records of the Company for various products for the financial year 2015-16:(i) M/s. R. K. Patel & Co. Cost Accountants – For Motors and Pumps (ii) M/s. Y.S. Thakar & Co. Cost Accountants – For Engineering Products such as TurbinesGenerators and Relays

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS / DEVELOPMENTS

In terms of the provisions of Regulation 3(1) & 4 of SEBI (SAST) Regulations 2011two acquirers namely Shri Lavjibhai D. Daliya and Anjani Residency Pvt. Ltd. from SuratGujarat on 29.06.2015 have made detailed public statement and have made Open PublicOffer for acquisition of 12846744 equity shares in the Company. The Board is requiredto make comments on the said Offer through the recommendations of its Committee ofIndependent Directors before 10th August 2015. The Offer is not yet open forshareholders for tendering their shares.

APPRECIATION

Your Directors place on record their appreciation and gratitude for the excellentsupport the Company has received from its workers employees customers vendors andshareholders. They also express their sincere thanks to the CDR Cell the Bankers andvarious State Governments for the valuable support extended to the Company.

On Behalf of the Board of Directors

Rahul N. Amin

Chairman & Managing Director

(DIN: 00167987)

Vadodara 20th July 2015

ANNEXURE ‘A’ TO THE BOARD’S REPORT

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014]

A. CONSERVATION OF ENERGY:

Energy Conservation Measures taken:

- Plan to install LED lights in all offices to save energy.

- Intensified vigil on wastage / leakage control.

- Awareness about the need for energy conservation at all levels of employee is beingcreated through posters hoardings etc.

B. TECHNOLOGY ABSORPTION

(a) Research & Development

1. Specific core areas in which R&D was carried out by the company:

– Medium Voltage Switchgear

– Rotating Electrical Machines (Motors and Generators)

– Hydraulic Turbines and Pumps including Micro-Turbines

2. Benefits derived as a result of above R&D :

Increasing technical and price competition from the overseas MNCs and also to someextent from within the country have been partially overcome by the internal R&Dwork through up-gradation and improvement of various core product designs and processes.Every effort for cost reduction has been made through Value Engineering. The technicalcompetitiveness has been tackled through re-engineering product range extension with valueaddition in the core products.

3. Future Plan of Action :

The future R&D activities will be directed towards the consolidation of existingproduct range through up-gradation addition of new products to enhance the range withspecial focus on performance & cost effectiveness thus creating value addition byvarious means. Considering the business potential competitors’ product range andmarket niche new technologies / processes and new state-of-the-art software will beintroduced with the help of in-house R&D development or if necessary acquiringtechnologies from known external sources. Increased use of advanced and lateststate-of-the-art softwares like Pro/e CFX ANSYS-Mechanical CFTURBO RMXprt and Maxwellfor design / development and also improvement in performance parameters; along with costreduction will be the top priority.

4. Expenditure on R&D :

(Rs. in Lakhs)
a) Capital -
b) Recurring 226.60
c) Total 226.60
d) Total R&D expenditure as percentage of total turnover 0.9 %

(b) Technology Absorption Adaptation and Innovation

1. Efforts in brief made towards technology absorption adaptation and innovation. a)In the area of medium voltage switchgear the activities were directed towards upgradationof existing switchgear to meet the latest IEC Standards. Type-testing as per the latestversion of IEC: 62271-100 was continued. In addition R&D is continuously carried outin the areas of applied research and use of alternative materials and processes. b) In therotating machine group major work was mainly directed towards indigenous development oflarger rating motors and generators for various applications in core industries. Newproduct development and cost reduction in the existing designs processes and process-timereduction in the existing products are undertaken. New Die casting plant for betterproductivity and Hydraulic Dynamometer with gearbox for type-testing of motors has beeninstalled. Gearbox for testing vertical motors with dynamometer has been installed. c) Inthe pump group the major effort was towards consolidation standardisation and extensionof the existing range of pumps. Extensive use of CFD Analysis software has been the thrustarea to improve efficiencies for all pump ranges. d) In the turbine group major effortstowards design / development related to high head Francis turbine range and verticalSemi/Full Kaplan Turbine and use of CFD

Analysis software package for evaluation of Hydraulic Performance and use ofANSYS-Mechanical software to evaluate structure design of Kaplan and Francis Turbinesenabling cost effective turbine geometry/arrangement.

2. Benefits derived as a result of above efforts.

(a) Medium Voltage Switchgear

-- Revenue of Rs. 1500 lakhs was generated in 2014-15 after successful type testingof 12kV 25kA 1250/630 Amp panels as per the requirement of client and as perIEC62271-100 and IEC62271-200 in the year 2013-14.

-- 36kV25kA 1600Amp Outdoor breaker type VVY30M25D has been successfully testedfor temperature rise test at 1600Amp for client requirement.

(b) Rotating Electrical Machines

-- Design development and testing of large rating low speed vertical /horizontal motors for Lift Irrigation Schemes.

-- Improved version of Wind Energy Generators.

-- Process-time reduction through modular construction of stator and rotors for largerrating motors.

-- Cost reduction designs through Value Engineering analysis of 415 Volts 3.3kV6.6kV and 11kV motors on demand.

-- Design and development of larger rating generators for Hydel Application.

(c) Pumps

-- Developed 1400VM Pump for Sauni Yojna Project.

-- Developed 1100VM Pump for Sauni Yojna Project.

-- Developed 1600VM Pump for NTPC Vindhyachal Project.

-- Developed 1500VM Pump for L&T Chabra Project.

-- Development of new series of End Suction Pump is under progress.

(d) Turbine

-- ANSYS Mechanical software is extensively used for structural analysis of turbinecomponents enabling material control.

-- Integrally forged shaft flange is introduced in the Kaplan turbine. It will helpus to eliminate the use of Rigid Coupling which is bought out item. This implementationhelps in time & cost saving.

-- Developed indigenous system for high speed diesel and sullage diesel for shipsmooring in the Dry dock in our DGNP project.

-- Developed indigenous system for fresh water supply & Chilled water supply toships moored in the Dry dock.

-- Developed indigenous system for siphon arrangement of dewatering pipes.

-- Developed indigenous system for cooled water through cooling tower which coolsthe heated water coming from condenser cooling package of NTPC Singrauli Thermal Plant.This water is at a temperature of 40 degree which is cooled down to 28-30 degreetemperature.

-- Designed P&ID & electrical system for high speed diesel and sullagediesel for ships mooring in the Dry dock in our DGNP project.

-- Designed P&ID & electrical system for high pressure compressors andfresh water systems for carrying out service & repair of the ships in the Dry dock inour DGNP project.

-- Designed & developed electrical logic and operation circuit for two stageclosing of guide vane.

3. Technology imported and status of absorption:

(i) Vacuum Circuit Breakers from Toshiba Corporation Japan. The technology has beenfully absorbed for 12kV and 36kV Vacuum Circuit Breakers.

(ii) SF6 Ring Main Unit has been successfully developed and Type tested at CESI Itlay.More than 300 RMU Orders have been received and RMU supplied are 264 nos. in year 2014-15for Rs. 900 lakhs.

(iii) High head Francis turbine model design for head range upto 260 metres.

C. Foreign Exchange Earnings and Outgo: (Rs. in Lakhs)
a) Exports (including deemed Exports) 2840.57
b) Total Foreign Exchange used and earned
i) Total Foreign Exchange used 863.50
ii) Total Foreign Exchange earned 1977.89

Annexure E to the Board's Report Secretarial Audit Report

(For the Financial year ended on 31st March 2015)

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Board of Directors Jyoti Ltd.

Nanubhai Amin Marg Industrial Area PO Chemical Industries Vadodara.

Dear Sirs

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to corporate practice by Jyoti Ltd. (hereinaftercalled "the Company"). Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conducts/ statutory compliances andexpressing our opinion thereon.

Based on our verification of Jyoti Ltd.’s books papers minutes booksforms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorised representativesduring the conduct of secretarial audit we hereby report that in our opinion the Companyhas during the audit period covering the financial year ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board processes and compliance mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minutes books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of:

1. The Companies Act 2013 (the Act) and the rules made thereunder.

2. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder.

3. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder.

4. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment and Overseas Direct Investment and ExternalCommercial Borrowings.

5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’).

A. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

B. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

C. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009. - Not Applicable to the Company during the Audit Period;

D. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999. - Not Applicable to the Company duringthe Audit Period;

E. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008. - Not Applicable to the Company during the Audit Period;

F. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

G. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009. - Not Applicable to the Company during the Audit Period; and

H. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998. -Not Applicable to the Company during the Audit Period.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. -Not notified during the Audit Period.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange andVadodara Stock Exchange.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above except to the extentmentioned herein below:

1. The 70th Annual General Meeting (hereinafter referred to AGM) of the Shareholders ofthe Company held on 22nd Sept. 2014 (original date of AGM 11th Sept. 2014 was postponeddue to flood in Vadodara for which public notice was given in News papers the IndianExpress and the Financial Express both dated 11th Sept. 2014) at the Registered Office ofthe Company was adjourned sine die for adoption of Financial Statements as on 31st March2014 by the shareholders of the Company. As per requirement of provisions of Section137(1) of the Companies Act 2013 the Company could not file Financial Statements adoptedby the Shareholders of the Company with the Registrar of Companies Gujarat. The unadoptedFinancial Statements filed by the Company pursuant to proviso of Section 137(1) of theAct are provisional till the Financial Statements are filed after their adoption in theadjourned AGM. Further Pursuant to requirement of provisions of Section 121(2) of theCompanies Act 2013 the Company had filed report on AGM before its conclusion though theAGM was adjourned sine die.

2. Considering the termination of Shareholders’ Agreement dated 14th Sept. 2010the Board of Directors of the Company at its meeting held on 10th Nov. 2014 resolved thatMr. Bharat Patel and Mr. S. N. Rajan ceased to be Directors of the Company. The Boardfurther suspended all rights including voting rights attached to 1800000 equity sharesissued by the Company on preferential basis under the Shareholders Agreement dated 14thSeptember 2010.

The required compliance for intimation for cessation of Directors of the Company viz.Mr. Bharat Patel and Mr. S. N. Rajan had not been filed/ uploaded with the portal ofMinistry of Corporate Affairs by the Company.

Further as per representation of management letter considering its products processand location the following Acts are specifically applicable to the Company.

1. The Environment (Protection) Act 1986;

2. The Air (Prevention and Control of Pollution) Act 1981;

3. The Water (Prevention and Control of Pollution) Act 1974.

We further report that:

The Board of Directors of the Company is constituted with proper balance of ExecutiveDirectors Non-Executive Directors and Independent Directors (as per Listing Agreement).The changes in the composition of the Board of Directors that took place during the yearunder review were carried out in compliance with the provisions of the Act. The changes inthe composition of the Board of Directors and Key Managerial Personnel that took placeduring the year under review are given below as disclosure:

A. Mr. Aswini Sahoo Additional Director resigned w.e.f. 31st July 2014 and theintimation for the same was given in the Annual Report. Accordingly Resolution containedat Item No. 9 in the 70th AGM Notice had become redundant for consideration of E-votingand Poll.

B. Mrs. Tejal Amin Promoter Director of the Company and Dr. B. S. Pathak Director ofthe Company have resigned on 31st Aug. 2014 and Mr. V. K. Gulati Additional Director ofthe Company had resigned on 1st Sept. 2014 after approval of notice of AGM andtherefore Resolutions contained in the 70th AGM Notice at Item Nos. 2 5 and 8respectively had become redundant for consideration of E-voting and poll. The Company hadcommunicated the same by publication of Advertisement in the newspapers the Indian Expressdated 1st Sept. 2014 and the Financial Express dated 2nd Sept. 2014.

C. Dr. Mahesh Mehta Director of the Company has resigned on 4th Nov. 2014 and Dr.M.Ramamoorty Director of the Company had resigned on 5th Nov. 2014.

D. The Board of Directors of the Company at its meeting held on 10th Nov. 2014 withreference to Shareholders Agreement dated 14th Sept. 2010 resolved that Mr. Bharat Pateland Mr. S. N.Rajan ceased to be Directors of the Company.

E. At the meeting of Board of Directors held on 30th Oct. 2014 Mr. V. K. Gulati Mr.Tushar Dayal Mr. Shrikar Bhattbhatt Dr. Rajesh Khajuria and Mr. Marut R. Patel wereappointed as Additional Directors (Independent) of the Company. Mr. Bharat Patel had filedSpecial Civil Suit No. 578 of 2014 filed in the Court of Principal Civil Judge at Vadodaraagainst the Company restraining the Company from holding the Board Meeting on 30th Oct.2014 for making appointments of five Additional Directors. The Hon’ble Civil Judgerejected the injunction application.

F. At the meeting of Board of Directors held on 31st March 2015 Mrs. Tejal AminPromoter of the Company was appointed as Additional Director (Non-Executive) in compliancewith the requirement of approval letter dated 28.09.2013 received from Corporate DebtRestructuring Cell and to comply with the requirement of having a Woman Director on theBoard.

G. Consequent upon change in the composition of the Board of Directors membership andChairmanship of different committees of the Board have also been changed completely.

H. Mr. Ajay Kamdar Chief Financial Officer and Key Managerial Personnel of the Companyresigned on 15th February 2015.

As per requirements of the Act adequate notices along with indicative list of agendaitems were given to all directors to schedule the Board Meetings. The compliance ofSecretarial Standards were not notified during the Audit period.

Majority decision is carried through while the dissenting members’ views werecaptured and recorded as part of the minutes wherever required.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report our observations in the matter of appointment and removal ofDirectors holding of EOGM and Shareholders Agreement:

1. At the aforesaid AGM the ordinary resolutions for adoption of Audited AccountsAppointment of Auditors Appointment of Cost Auditors and Appointment of two IndependentDirectors were not passed as the votes cast against the ordinary resolutions were morethan the votes cast in favour by the shareholders of the Company. Further SpecialResolutions seeking approval of shareholders to create mortgage/ charge for borrowings andapproval for new set of Articles of Association were also not passed as the votes castagainst the special resolutions were more than the votes cast in favour by theshareholders of the Company.

2. At the aforesaid AGM the proposed ordinary resolution for re-appointment of AuditorM/s V. H. Gandhi & Co. for the financial year ending 31st March 2015 to 31st March2017 were not passed by the shareholders of the Company. However the Company has obtainedlegal opinion that the Auditors continue to be Auditor of the Company as per theprovisions of Section 139(10) of the Companies Act 2013.

3. The Board of Directors of the Company at their Meeting held on 27th May 2014 passeda Resolution to sell / dispose of at the market price the investments in the name of theCompany including the investment of 286020 equity shares of JSL Industries Ltd. alisted company. Mr. Bharat Patel one of the then Director of the Company offered a higherprice without disclosing the names and other details of the alternate buyer. Mr. BharatPatel and Mr. S. N. Rajan who were the then Directors of the Company opposed and dissentedto the resolution.

Pursuant to the aforesaid Resolution the Company sold 256765 Equity Sharesconsisting of 23% of total paid-up share capital of JSL Industries Ltd. at a market priceof Rs. 73/- per share through an off-market deal.

In this matter disputing the sale price of shares Mr. Bharat Patel filed SpecialCivil Suit No. 347/2014 in the Court of Principal Civil Judge Vadodara which is pending.

4. During the Audit period no show cause notice has been received by the Company exceptone penalty notice amounting to Rs. 62551/- received from Bombay Stock Exchange withrespect to clause 49 of the Listing Agreement and the same was paid by the Company.

5. Mr. Bharat Patel and others owning in aggregate 12.73% of total equity share capitalof the Company had served notice dated 22nd Oct. 2014 to the Company to convene an Extraordinary General Meeting (EOGM) of the shareholders of the Company under Section 100 ofthe Companies Act 2013 to remove two existing Directors of the Company and to appoint twonew Directors in their place. The Board of Directors of the Company at its meeting held on10th Nov. 2014 rejected requisition for convening the said EOGM on various grounds.

6. Mr. Bharat Patel and others had given a requisition dated 18th Dec. 2014 underSection 100 of the Companies Act 2013 to convene EOGM to remove seven existing Directorsof the Company and to appoint nine new Directors. The Company at its Board Meeting held on5th Jan. 2015 rejected the requisition and conveyed the same to Mr. Bharat Patel.

7. Mr. Bharat Patel and others had filed Special Civil Suit No. 652/2014 in the Courtof Principal Civil Judge Vadodara on 18th Dec. 2014 praying for restraining the Companyto hold any Board Meeting and to issue an order for holding EOGM of shareholders and toprovide list of shareholders of the Company. The application was dismissed by the Court.

Mr. Bharat Patel had filed an Appeal From Order No. 548/2014 before the High Court ofGujarat against the order passed by the Civil Court praying for holding of EOGM ofshareholders as per requisition dated 18th Dec. 2014.

The Hon’ble High Court of Gujarat vide its order dated 19th Feb. 2015 directedthe Company to give list of Shareholders to Mr. Bharat Patel and others and to takeactions to convene the EOGM of the Company as per the provisions of the Act.

Pursuant to the aforesaid order of Hon’ble High Court of Gujarat dated 19th Feb.2015 Mr. Bharat Patel sent notices to the Shareholders of the Company and gave noticethrough advertisements in the Newspapers to convene the EOGM on 17th March 2015.

Against the order of Hon’ble High Court of Gujarat the Company had filed aSpecial Leave Petition before the Hon’ble Supreme Court. The Supreme Court allowedthe Special Leave Petition and set aside the order of the High Court of Gujarat vide itsJudgement dated 17th March 2015.

Pursuant to aforesaid Judgement of Hon’ble Supreme Court of India the EOGM whichwas convened by Mr. Bharat Patel and others on 17th March 2015 could not be held.

8. Mr. Rahul Amin Chairman & Managing Director and Promoter of the Company alongwith the Company entered into two separate Shareholders Agreements. One with FinquestFinancial Solutions Pvt. Ltd. dated 14th Sept. 2010 and other with Nirma Chemical WorksPvt. Ltd. dated 28th Aug. 2010. In both these Shareholders Agreements dispute arosebetween the parties and the Company filed an Arbitration Petition No. 34/2014 againstFinquest Financial Solutions Pvt. Ltd. and 55/ 2014 against Nirma Chemical Works Pvt. Ltd.before the Hon’ble High Court of Gujarat. Subsequently these Petitions werewithdrawn by the Company with a liberty to file fresh Petition. Thereafter once againthe Company had filed Arbitration Petition No. 16/2015 against Finquest FinancialSolutions Pvt. Ltd. and 17/2015 against Nirma Chemical Works Pvt. Ltd. in the High Courtof Gujarat which are pending.

We further report that during the Audit period the Company was registered with theBoard for Industrial and Financial Reconstruction (BIFR) under the provisions of Section15(1) of Sick Industrial Companies (Special Provisions) Act 1985 (SICA) for determinationof measures for its rehabilitation.

for J. J. Gandhi & Co.
Practising Company Secretaries
(J. J. Gandhi)
Place : Vadodara Proprietor
Date : 20th July 2015 FCS No. 3519 and CP No. 2515

Disclosure under Rule 5 of the Companies (Appointment & Remuneration) Rules 2014

1. Ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the Financial Year 2014-15.

Sr. No. Name of Director Ratio
(i) Mr. Rahul N. Amin 38.39 : 1
(ii) Mrs. Tejal Amin N.A.
(iii) Mr. U. V. Desai N.A.
(iv) Mr. Tushar Dayal N.A.
(v) Mr. V.K. Gulati N.A.
(vi) Mr. Shrikar Bhattbhatt N.A.
(vii) Mr. Marut Patel N.A.
(viii) Dr. Rajesh Khajuria N.A.

2. The Percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the Financial Year2014-15 compared to 2013-14.

There is no increase in remuneration of any Director Chief Financial Officer CompanySecretary in the financial year 2014-15 compared to 2013-14 as the Company is in loss andno increase in remuneration was proposed.

3. The percentage decrease in the median remuneration of employees in the financialyear 2014-15 compared to 2013-14 is 1.85%.

4. The number of permanent employees on the roll of the Company 31.03.2015 31.03.2014
594 732

5. Explanation on the relationship between average increase in remuneration and Companyperformance: There is no increase in the median remuneration as the Company is in loss. Infact the median remuneration is decreased by 1.85%.

6. Comparison of the remuneration of the key Managerial Personnel against theperformance of the Company for financial year 2014-15 as compared to 2013-14.

Since the Company is in loss there was no increase in the remuneration of KeyManagerial Personnel for the financial year 2014-15 as compared to 2013-14.

(Rs. in Lakhs)

Average Remuneration of KMP in FY 2014-15 45.66
Revenue 23987.44
Remuneration of KMPs (as % of revenue) 0.19%

7. Variation in the market capitalization of the Company price earning ratio as at theclosing date of current financial year and previous financial year.

(Rs. in Lakhs)

Particulars 31st March 2014 31st March 2015 % Change
Market Capitalization 9326.73 9420.94 1.01
Price Earning Ratio N.A. N.A. N.A.

8. Percentage increase over decrease in the market quotation of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer: N.A.

9. Average percentile increase in salaries of employees other than managerialpersonnel: 11.60%.

10. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company:

(Rs. in Lakhs)

Rahul Amin Ajay Kamdar Suresh Singhal
(Chairman & Managing Director) (Chief Financial Officer) (Company Secretary)
(upto 15.03.2015)
Remuneration in FY 15 82.98 30.90 23.09
Revenue 23987.44 23987.44 23987.44
Remuneration as % of revenue 0.35 0.13 0.10
Profit / (Loss) Before Tax (11337.80) (11337.80) (11337.80)
Remuneration - - -
(as % of Profit Before Tax)

11. Key parameter for any variable component of remuneration availed by the Directors:

There is no variable component of remuneration availed by any directors of the Company.

12. Ratio of the remuneration of the highest paid Directors to that of the employeeswho are not Directors but receive remuneration in excess the highest paid Director duringthe year: N.A.

13. The Board of Directors of the Company affirms that the remuneration is as per theremuneration policy of the Company.

14. The Statement showing the names of every employee of the Company as per Rule 5(2)is given below:

(i) Name Mr. Rahul Amin
(ii) Age 62 years
(iii) Designation Chairman & Managing Director
(iv) Qualification B.E. (Elec.) M.E. (Elec.)
(v) Experience 36 years
(vi) Remuneration (per annum) Rs. 8297797/-
(vii) Date of Commencement of employment 7th February1980
(viii) Last employment / Designation Bharat Linder Pvt. Ltd.
(ix) No. of Shares and % of Equity Shares 1084100 (6.33% of total
Equity Shares of the Company)

Notes:

1. Nature of employment: Contractual

2. Mrs. Tejal Amin Director of the Company is a relative of Mr. Rahul Amin.