Automobile Products of India Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors present the Seventy-Third (73^rd) Annual Report of the Company together with Audited Financial
Statements for the financial year ended 31^st March, 2024.

1) FINANCIAL HIGHLIGHTS:

(Rs in lakhs)

Particulars	2023-24	2022-23
	Rs.	Rs.
Revenue from Operations	17.00	17.00
Other Income	60.80	43.61
Total Income	77.80	60.61
Less Expenditure:	202.43	145.63
Profit/(Loss) before tax	(124.63)	(85.02)
Less: Tax Expenses:
- Current Income Tax	-	-
- Earlier Year Tax	-	-
- Deferred Tax	(1.01)	(0.64)
Profit/(Loss) after tax	(123.62)	(84.38)

2) MANAGEMENT DISCUSSION AND ANALYSIS

a. Review of Operations:

During the year review, total income stood at Rs. 77.80 Lakhs, as against the total income for the previous year of
Rs.60.61 Lakhs. Further, the Company reported a loss before tax of Rs. 124.63 Lakhs during the year under
review, as compared to the loss before tax of Rs. 85.02 Lakhs in the previous year.

Further, since your Company has incurred losses during the previous years and has accumulated losses and its
net worth being fully eroded, the Company''s ability to continue as a going concern was uncertain. However, Holding
Company i.e. Kiyana Real Estate Private Limited has indicated its intention to arrange the required financial support
to the Company and accordingly, the financial statements of the Company have been prepared on a going concern
basis.

b. Future Outlook:

With limited availability of resources, your Company is exploring all possible business opportunities and other
alternatives.

3) DIVIDEND:

In view of loss incurred during the year under review and brought forward losses of the Company, your Directors
do not recommend payment of any dividend on equity shares.

4) RESERVES:

During the year under review, no amount has been transferred to reserves.

5) WEB-LINK OF ANNUAL RETURN:

The Annual Return of the Company for the year ended 31^st March, 2024 is available on the Company''s website
and can be accessed at https://www.apimumbai.com/investor-relations/default.aspx

6) BOARD AND COMMITTEE MEETINGS:

a) Board Meetings:

During the financial year under review, four (4) meetings of the Board of Directors were held on the following dates,
in due compliance with the Companies Act, 2013 (‘the Act'') & Secretarial Standard - 1:

Apr - June	July - Sep	Oct - Dec	Jan - Mar
29-May-23	14-Aug-23	8-Nov-23	8-Feb-24

The attendance of Director(s) at the meeting of the Board of Directors was as under:

Sr. No	Name of Director(s)	Status	No. of Board Meetings attended during the year
1.	Mr. Shyam Agarwal	Director	2
2.	Mr. Siddharth S. Agarwal	Director	1
3.	Ms. Priti Kataria	Independent Director	4
4.	Mr. Devesh Bhatt	Independent Director	4

b) Audit Committee Meetings:

The Audit Committee presently comprises of the following Directors:

Sr. No.	Names of the Members	Designation	Category
1.	Mr. Devesh Bhatt	Chairman	Independent Director
2.	Ms. Priti P. Kataria	Member	Independent Director
3.	Mr. Siddharth Agarwal	Member	Director

During the year under review, four (4) meetings of the Audit Committee were held on the following dates:

Apr - June	July - Sep	Oct - Dec	Jan - Mar
29-May-23	14-Aug-23	8-Nov-23	8-Feb-24

The attendance of Committee Members at the meetings of the Audit Committee held during the financial year
ended 31^st March, 2023 was as under:

Sr. No.	Name of the Members	No. of Committee Meetings attended during the year
1.	Mr. Devesh Bhatt	4
2.	Ms. Priti P. Kataria	4
3.	Mr. Siddharth Agarwal	1

None of the recommendations made by the Audit Committee were rejected by the Board.

c) Nomination & Remuneration Committee Meetings:

The Nomination and Remuneration Committee (‘NRC'') presently comprises of the following Directors:

Sr. No.	Names of the Members	Designation	Category
1.	Ms. Priti P. Kataria	Chairperson	Independent Director
2.	Mr. Shyam Agarwal	Member	Director
3.	Mr. Devesh Bhatt	Member	Independent Director

During the year under review, one (1) meeting of the NRC was held on 29^th May, 2023. All the members of the
NRC attended the meeting, except Mr. Shyam Agarwal who could not attended the meeting due to his pre¬
occupation.

d) Stakeholders Relationship Committee Meetings:

The Stakeholders Relationship Committee (‘SRC'') presently comprises of the following Directors:

Sr. No.	Name of the Members	Designation	Category
1.	Mr. Shyam Agarwal	Chairman	Non Executive Director
2.	Ms. Priti Kataria	Member	Independent Director
3.	Mr. Devesh Bhatt	Member	Independent Director

During the year under review, one (1) meeting of the SRC was held on 29^th May, 2023. All the members of the
SRC attended the meeting, except Mr. Shyam Agarwal who could not attended the meeting due to his pre¬
occupation

e) Independent Directors’ Meeting:

The Independent Directors held their meeting without the presence of any Executive/Non-Executive Directors and
members of management in compliance with Schedule IV of the Act, to inter alia to:

i) Review the performance of Non-Independent Directors and the Board as a whole; and

ii) Assess the quality, quantity and timeliness of flow of information between the Company Management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

iii) Review the performance of the Chairperson, taking into account the views of executive and non-executive
directors of the Company.

7) SECRETARIAL STANDARDS (SS-1):

In accordance with Clause 9 of SS-1, the Company has complied with applicable Secretarial Standards during the
year under review.

8) WHISTLE BLOWER MECHANISM:

In pursuance of the provisions of section 177(9) and (10) of the Act, Whistle Blower Mechanism for stakeholders,
directors and employees to report genuine concerns has been established. Thus, Whistle Blower Mechanism
provides a mechanism for the Directors/ Employees to report violations without fear of victimization of any unethical
behaviour, suspected or actual fraud and violation of Code of conduct etc., which are detrimental to the
organization''s interest. The Directors and Employees of the Company can directly approach to the Chairman of
the Audit Committee to report about any grievances.

During the year under review, no such instance has been reported to the Chairman of the Audit Committee.

9) DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors'' Responsibility Statement,

it is hereby confirmed:

i) that in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable
accounting standards have been followed and there is no material departure from the same;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the loss of the company for that period.

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

iv) that the Directors have prepared the annual accounts for the year ended 31^st March, 2024 on a ‘going
concern'' basis.

v) that the Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

vi) that Directors had devised proper systems to ensure compliances with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

10) DIRECTORS:

During the year under review, there was no change in the composition of the Board of Directors of the Company.

a) Declaration from Independent Directors:

Your Company has received statements of declaration of Independence from Mr. Devesh Bhatt (DIN: 08225392)
and Ms. Priti P. Kataria (DIN: 00088975), Independent Directors of the Company and these Directors have
confirmed that they meet the criteria of independence as provided in Section 149(6) of the Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

b) Retirement by Rotation:

Mr. Siddharth Agarwal (DIN: 02055700), Director of the Company retires by rotation at the ensuing Annual
General Meeting in accordance with the provisions of Section 152 of the Act, and being eligible, offers himself
for re-appointment.

Based on the review and recommendation by the Nomination and Remuneration Committee, the Board
recommends his re-appointment to the Members at their ensuing Annual General Meeting.

11) KEY MANAGERIAL PERSONNEL:

Your Company has following Key Managerial Personnel (KMP), pursuant to the provisions of Section 203 of the

Act:

Sr. No.	Name of Key Managerial Personnel	Designation
1.	Mr. Ajith Kathariya	Chief Executive Officer
2.	Mr. Indra Jain	Chief Financial Officer
3.	Mr. Ankit V. Patel	Company Secretary and Compliance Officer

During the year under review, there is no change in KMP of the Company.

12) FORMULATION OF POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR
REMUNERATION:

The Nomination and Remuneration Committee recommended and Board approved the policy for appointment and
removal of Directors, Key Managerial Personnel (‘KMP''), Senior Management Personnel and other employees

and their remuneration is aimed at commitment of fostering a culture of high performance in line with its Vision,
Mission and Values. The key principles governing this remuneration policy are as follows:

i) Criteria of Appointment and Removal of Directors, KMPs and Senior Management:

a. The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to
have a diverse Board.

b. In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the
independence of the Directors vis-a-vis the Company so as to enable the Board to discharge its function
and duties effectively.

c. The Committee shall ensure that the candidate identified for appointment as a Director is not disqualified
for appointment under Section 164 of the Act.

d. The Committee shall consider the following attributes/ criteria, whilst recommending to the Board the
candidature for appointment as Director:

i. Qualification, expertise and experience of the Directors in their respective fields;

ii. Personal, Professional or business standing;

e. In case of re-appointment of Non-Executive Director, the Board shall take into consideration the
performance evaluation of the Director and his or her engagement level.

ii) Remuneration:

The Remuneration Policy ("the Policy") is in line with aforesaid philosophy. The overall remuneration and
practices are endeavoured to be aligned and be consistent with the organization''s prevailing/ benchmark
practices. The key factors governing formulation of the policy are in line with the provisions of Section 178(4)
of the Act.

The Non-Executive Directors may be paid remuneration by way of sitting fees for participation in the Board/
Committee meetings based on the recommendation of Nomination and Remuneration Committee and
approval of the Board. The Board, subject to the compliance of the Act, may also consider payment of
commission from time to time.

With regards to remuneration to persons other than directors, the Company follows a holistic remuneration
practice which are consistent with organization''s philosophy, vision and values and which supports to build
capacity as well as capabilities of the manpower.

The copy of the aforesaid Policies will be available for inspection of members at the Registered office of the
Company during working hours and on the website of the Company at https://www.apimumbai.com/i nvestor-
relations/investors-information.aspx in section ‘Policies, Codes and Other Information''.

13) HOLDING COMPANY:

Kiyana Real Estate Private Limited continues to be the holding company of the Company.

14) SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture, associate companies.

15) BUSINESS RESPONSIBILITY & SUSTAINABLITY REPORTING :

The Business Responsibility & Sustainablity Reporting (BRSR) as part of the Annual Report as required by
Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable
to your Company for the financial year ended on 31^st March, 2024.

16) SIGNIFICANT AND MATERIAL ORDER:

There was no order passed by any regulator or court or tribunal impacting the going concern status of the Company
and Company''s Operations.

17) INTERNAL FINANCIAL CONTROLS:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of Company''s
business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.

18) AUDITORS:

a) STATUTORY AUDITOR:

M/s. CAS & Co., Chartered Accountants (Firm Registration No.: 111075W), the Statutory Auditor of the Company,
were appointed as the Statutory Auditor of the Company for a term of five (5) consecutive years up to the conclusion
of the Annual General Meeting of the Company to be held for the calendar year 2028.

The Company has not received any communication from the Statutory Auditor stating that they are disqualified to
act as Statutory Auditor of the Company pursuant to sub-section (3) of Section 141 of the Companies Act, 2013.

b) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act and Rule 9 of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Yogesh Singhvi, Practicing Company
Secretary to carry out the secretarial audit of the Company.

c) INTERNAL AUDITOR:

M/s. C. R. Mohnot & Co., Chartered Accountants, Mumbai (Firm Registration No. 144750W) are the Internal Auditor
of the Company. They have carried out and duly conducted internal audit of the function and activities of the
Company for the F.Y. 2023-24. The findings and observations are appropriately addressed by the Management/
Audit Committee/ Board and action pertaining thereto are being taken.

d) AUDIT REPORTS:

I. Statutory Audit Report

With regard to the emphasis of matter made by the Statutory Auditor of the Company in their Audit Report for the
financial year ended 31^st March, 2024, with respect to presentation of accounts on principles of going concern
basis, your Directors would like to state that the Holding company of the Company has indicated its intention to
extend the financial support to maintain the Company as a going concern. The same is also disclosed in Note No.
31 to the financial statements annexed hereto.

Other than the aforesaid Emphasis of matter, there are no adverse remarks/ observations/ qualifications made by
the Auditor in its report for the financial year 2023-24.

II. Secretarial Audit Report

The Secretarial Audit Report for the year is annexed herewith as ‘Annexure B'' and explanation to the remarks/
observations made by the Secretarial Auditor are provided herein under:

(a) With respect to point no. (i) to (ii) of the remarks/ observations made by the Secretarial Auditor in his report,
the Directors would like to submit a under:

The suspension in trading in the equity shares of the Company has been revoked w.e.f. 29^th April 2024
vide email dated 19^th April 2024 of BSE Limited and trading in the securities of the Company resumed in
"XT’ Group.

The Board of Directors of the Company are evaluating necessary steps to reduce the promoter holding
below 75% and meet the minimum public shareholding requirements in terms of Regulation 38 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on the date of the said Report, the shareholding of the Promoter of the Company i.e. Kiyana Real Estate
Private Limited has been dematerialised.

Further, the Company has sent communication to all the shareholders of the Company requesting them to
dematerialise their shareholding in the Company.

(b) With respect to point no. (iii) to (iv) of the remarks/ observations made by the Secretarial Auditor in his
report, the Directors would like to submit as under:

1. The delay in filing of shareholding pattern was purely due to inadvertence and the same was made
good at the earliest by the Company.

2. The delay in payment of Listing Fees was due to paucity of funds.

19) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company has not given any Loan or any Guarantee or provided any security and has not made any
investments in securities which are covered under the provisions of Section 186 of the Act.

20) RELATED PARTY TRANSACTIONS:

During the year under review, all the transactions covered under section 188(1), entered into by the Company with
its related parties, were in ordinary course of business and on arm''s length basis and the Company is in compliance
with the applicable provisions of Companies Act, 2013 in this regard. Accordingly, the disclosure of related party
transactions as required under section 134(3) of the Act, in Form AOC-2, is not applicable to the Company.

However, the Company has made disclosures, in relation to the transactions with the related parties pursuant to
Indian Accounting Standards (IND AS - 24), as per Note No. 26 forming part of the financial statements annexed
hereto.

21) MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments occurred from the end of financial year of the Company ended
on 31^st March, 2024 till the date of this report that may affect the financial position of the Company.

22) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND
OUTGO

The operations of your Company are not energy-intensive. However, your Company has taken and would take,
steps from time to time wherever required/possible to conserve energy. Your Company would also take requisite
actions in order to introduce technology for optimizing its operations.

During the year under review, the Company has not imported any technology for its operations. During the year
under review, the Company has neither earned nor spent any foreign exchange.

23) RISK MANAGEMENT POLICY:

The Company has formulated and implemented a Risk Management Policy for review and identification of
elements of risks. In the opinion of the Board, there are no risks which may threaten the existence of the Company
except limited access to long term capital for its long-term sustainability esp. in view of the remarks made by the
Auditor as stated in para no. 18 above. Although challenging in current scenario with limited resources, the
Company is taking steps to explore business opportunities which are less capital intensive.

24) PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Section 73 of the
Act.

25) CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the prescribed threshold limit, provisions of Section 135 of the Act are not
applicable to the Company.

26) BOARD EVALUATION:

Pursuant to the provisions of Section 134(3)(p) 178, read with Schedule IV of the Act, the Nomination and
Remuneration Committee (‘NRC'') has carried out an annual performance evaluation of the Board, the Directors
individually as well as that of Committees.

The evaluation has been carried out based on evaluation questionnaire set for the Board/ Committee and individual
Directors. The NRC expressed its satisfaction of the annual evaluation.

27) PARTICULARS OF EMPLOYEES:

The particulars of employees within the meaning of Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are not applicable as none of the Company''s employees
were in receipt of the remuneration of more than Rs. 1,02,00,000/- during the year ended 31^st March, 2024 or more
than Rs. 8,50,000/- per month during any part of the said year and therefore, the details to be reported pursuant
to Rule 5(2)(iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is also
not applicable.

Since none of the Directors has been paid any remuneration, the disclosure, under Section 197(12) read with
applicable Rules under the Act, is not applicable.

There were 4 permanent employees on the rolls of the Company as on 31st March, 2024 (4 employees in the
previous year), with a salary payout increase by an average of 20.32 % over the previous year. The Company has
incurred loss of Rs. 123.62 Lakhs during the year under review. The remuneration paid to the employees are as
per the remuneration policy of the Company.

28) CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, the Company has not changed its business.

29) CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
provisions relating to the disclosure pertaining to Corporate Governance shall not apply to the listed Companies
having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as
on the last day of the previous financial year. Since the Company falls under the above criteria, compliance with
the disclosure requirements of the Corporate Governance are not applicable to the Company.

30) PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
[POSH Act] and applicable Rules made thereunder. However, pursuant to the provisions of Section 6 of POSH
Act, the Company is not required to constitute an Internal Complaints Committee, since the Company had less
than ten (10) workers or employees in the Company during the year. Accordingly, complaint in respect thereof if
any, can be referred to ‘Local Complaint Committee'' constituted by district officer within the appropriate jurisdiction.
Further, during the year under review there was no case reported under the said Policy to the Company.

31) OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following matters during the year
under review:

(a) The Company has not changed its business;

(b) There was no instance of onetime settlement with any banks or financial institutions; and

(c) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

32) OTHER UPDATES:

? Revocation of Suspension in trading in the equity shares of the Company :

BSE Limited vide its Notice dated 20^th June, 2023, provided listing approval for the existing capital of the Company
i.e. 48,17,656 equity shares of Re. 1/- each bearing distinctive nos. 1 to 48,17,656 and has also updated its records
on the BSE Listing Centre. However, during the year, the trading in equity shares of the Company remained
suspended since 2002.

The Company had submitted an application to BSE Limited for revocation of suspension of trading in the equity
shares of the Company on 31/03/2023 bearing case no. 172716, and the said application was under inspection/
review by BSE Limited. Post the closure of reporting period, BSE Limited vide its email dated 19^th April 2024,
revoked suspension in trading in the equity shares of the Company w.e.f. 29^th April 2024 and pursuant to said
revocation the trading in the securities of the Company resumed in "XT” Group.

? Minimum Public Shareholding (‘MPS’):

Post approval of application for revocation of suspension of trading in the Equity Shares of the Company by BSE
Limited, the Board of Directors of the Company are evaluating necessary steps to reduce the promoter holding
below 75% and meet the minimum public shareholding requirements in terms of Regulation 38 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

? Escrow Account:

Pursuance of SEBI circular no. SEBI/HO/MIRSD/PoD-1/OW/P/2022/64923 dated 30th December, 2022, the
Company has opened demat Account, in the name and style of ‘Automobile Products of India Limited -
Suspense Escrow Demat Account'' with Anand Rathi Share & Stock Brokers Limited (‘ARSSBL'').

In case of non-receipt of demat request from the securities holder/claimant within 120days of the date of Letter
of Confirmation, the shares will be credited to Suspense Escrow Demat Account of the Company.

33) ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their appreciation for the excellent assistance and co-operation
received from all its stakeholders. The Board of Directors wishes to express its gratitude and record its sincere
appreciation of the dedicated efforts by all employees. Your Directors are thankful to esteemed shareholders for
their support and confidence reposed in the Company.

For and on behalf of the Board

Place: Mumbai SHYAM AGARWAL DEVESH BHATT

Date: 29^th May, 2024 DIRECTOR DIRECTOR

DIN: 00039991 DIN: 08225392

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Mar 31, 2014

The Members

The Directors have pleasure in presenting their Sixty-ThirdAnnual Report together with the audited financial statement for the financial year ended 31sl March, 2014.

FINANCIAL HIGHLIGHTS (Rs. In Lacs) 2013-2014 2012-2013

Revenue from operations / Other Income 388.02 57.03

Less Expenditure: 379.06 112.66

Profit/(Loss) before tax & prior Period Expenses 8.95 (55.63)

Less: Prior Period Expenses 1.74 Nil

Profit/(Loss) before tax 7.21 (55.63)

Less: Tax Expenses:

- Current Tax 1.34 Nil

Earlier period taxation 0.01 Nil

- Deferred Tax 0.14 Nil

Profit/(Loss) after tax 5.72 (55.63)

Add :- Profit/(Loss) brought forward from (1539.79) (1484.16) previous year

Balance Carried to the Balance Sheet (1534.07) (1539.79)



OPERATIONS:

Your Company posted a Turnover/Income of Rs.388.02 lacs during the financial year ended 31s'' March, 2014 as compared to Rs.57.03 Lacs in the previous year.

In comparison to previous Financial Year, turnover of Financial Year 2013-14 has been improved and various business developments carried out by the Company are yielding fruits and so in near future the management is confidentthe same will be reflected in improved financial health of the Company

CORPORATE GOVERNANCE:

The detailed report on Corporate Governance in terms of the clause 49 of Listing Agreement is attached which forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

During last year with passage of time picture of global economy became more promising. Last year started with stronger revival in US economy.during the year European economy also saw signs of recovery. Recovery in developed economies let to cut in various stimulus packages and concerns of slowing flow of foreign money in emerging markets like India pressurized currencies especially due to India''s large current account deficit. Various measures by Government and RBI arrested the pressure but domestic growth remained a challenge. Domestic economic growth remained below 5% for second year in a raw.

Controlling high inflation remained priority for domestic policy makers over growth. During later part of the last year elections in four states and central elections took center stage which affected pace of government decision making and policy framework. Sectors like automobile, capital goods, infrastructure, aviation suffered due to this and negative sentiments. With a strong mandate with newly elected central government there is an overall positive sentiment for faster decision making and revival of Indian economy.

Last year was an important year for your company in recent past, as for the first time in recent time your company posted a profit. Various efforts made by management in last couple of years has started yielding results. With likely revival of Indian economy and continuous efforts of the management, this year looks very promising. During last year your company added consultancy segment and management is actively looking for tapping various business avenues.

DIVIDEND

In view of the carried forward losses, your Directors do not recommend payment of any dividend on equity shares.

FIXED DEPOSITS

Your Company has not accepted any deposit from the Public during the financial year under review.

DIRECTORS

Section 149 of the Act which defines the composition of the Board and the criteria for a Director to be considered as independent has been notified w.e.f. 01.04.2014. The Board consists of five Directors out of which two Directors are Promoter Directors.

Shri K.S. Kirushnamani, Director of the Company resigned w.e.f. 5lh February, 2014, the Board wishes to place on record its appreciation of the services rendered by him during his tenure.

Pursuant to Section 149 of the Companies Act, 2013 and as per amended clause 49 of the Listing Agreement all listed Companies are required to appoint atleast One Woman Director on the Board of Directors of the Company. Mrs. Priti P. Kataria was appointed as an Additional Director at the meeting of the Board of Directors of the Company held on 19thAugust, 2014as an Additional Director to hold office upto the date of the ensuing Annual General Meeting.

Mrs. Priti P. Kataria and Shri R.R. Saboo are proposed to be appointed as an Independent Director pursuant to Section 149 of the Companies Act, 2013 for a period of five years and your Company has received notice from a Corporate Member pursuant to Section 160 of the Companies Act, 2013 signifying its intention to propose their candidature to the office of Director and therefore the Board recommends their appointment to the shareholders.Brief Bio-data of Mrs. Priti P. Kataria and Shri R.R. Saboo are provided in Corporate Governance Report.

In accordance with Section 152 of the Companies Act, 2013, Shri Shyam Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his re-appointment to the members. Brief Bio-data of Shri Shyam Agarwal is provided in Corporate Governance Report.

AUDITORS

M/s. S G C 0& Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company, who are holding office till conclusion of ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed to the Company that their re-appointment if, made would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified from re-appointment within the meaning of the said act.

Your Director recommend their appointment for a period of 5 Years till the conclusion of Annual General Meeting to be held in the Year 2019. (subject to ratification of their appointment by the Members at every Annual General Meeting).

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:

- In the preparation of the Annual Accounts for the financial year ended 31st March, 2014, applicable accounting standards have been followed;

- Appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit of the Company for that period;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Annual Accounts of the Company have been prepared on a going concern basis.

COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383Aof the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is attached hereto and forms part of the Annual Report.

INFORMATION AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT. 1956

During the financial year under review, there were no employee in the Company who was in receipt of remuneration in excess of the limits as specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (As amended vide Notification No G.S.R 289(E) dated 31st March, 2011),

INFORMATION AS REQUIRED UNDER SECTION 217(1 )(e) OF THE COMPANIES ACT. 1956

A. CONSERVATION OF ENERGY

Your Company is making continuous efforts to conserve energy consumption wherever practicable by economizing on the use of power and fuel in the factory and offices.

B. TECHNOLOGY ABSORPTION

No new technology absorption has been made during the financial year 2013-14.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no Foreign exchange earnings and outgo during the financial year 2013-14. PERSONNEL During the year under review, your Company maintained cordial relationship with employees.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation of the excellent assistance and co-operation received from Government Bodies, bankers, customers, suppliers and distributors.

The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all employees.

Your Directors are thankful to esteemed shareholders for their support and confidence reposed in the Company.

For and on behalf of the Board Place: Mumbai Director Director Date: 19th August, 2014 Shyam Agarwal Siddharth Agarwal

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Mar 31, 2012

The Directors have pleasure in presenting their Sixty-first Annual Report together with the audited accounts for the financial year ended 31st March , 2012.

FINANCIAL HIGHLIGHTS

Particulars (Rs. in lakhs)

2011-12 2010-11

Sale of Products 202.65 5.27

Other Income 108.25 23.67

Total Revenue 310.90 28.94

Profit/ (Loss) for the Year (29.73) (497.69)

OPERATIONS

Your Company achieved a Turnover of Rs. 202.65 Lakhs during the financial year ended 31st March, 2012 compared to Rs. 5.27 Lakhs in the previous year.

During the year under review, your company has entered into a Letter of Intent with Trinity Auto Points Limited, Chennai, appointed as General Sales Agent of the Western India region. Your Company has good experience in the Western market for automobiles & automobile parts and is therefore fully geared up to assist Trinity Auto Points Limited in improving their sales in this region.

Your Company is in advanced stage of negotiations to commence trading in Polymer & Chemical products in India. The Company has developed in-depth knowledge of various Polymer & Chemical products and developed network of business associates to undertake this business

Your Directors are glad to inform you that above business development activities are likely to improve the performance of the company in the foreseeable future.

DIVIDEND

Due to the accumulated lossess suffered by the Company, your Directors are unable to recommend any dividend for the year ended 31st March, 2012.

FIXED DEPOSITS

Your Company has not accepted any deposit from the Public during the financial year under review.

OPEN OFFER FOR ACQUISITION OF EQUITY SHARES BY KIYANA REAL ESTATE PRIVATE LIMITED ("KIYANAZ)

Open Offer made by KIYANA, pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, to acquire 20% of Issued and Subscribed Capital of the Company was completed on 2nd December, 2011. Necessary certificate in this regard was received from M/s. Inga Capital Private Limited, the Merchant Bankers of KIYANA. Accordingly, KIYANA became promoter of the Company from that date.

DIRECTORS RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:

In accordance with Section 255 of the Companies Act, 1956, Mr. Sanju H. Ahooja retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

ADDITIONAL DIRECTOR:

Mr. Shyam Agarwal was appointed as an Additional Director with effect from 2nd December, 2011. According to the provisions of Section 260 of the Companies Act, 1956, he holds office as Director up to the date of the ensuing Annual General Meeting. The Board considers it desirable that the Company should continue to avail of his service. Your Company has received notice from a member pursuant to Section 257 of the Companies Act, 1956, signifying his intention to propose the candidature of Mr. Shyam Agarwal for the office of Director. The Board recommends his appointment as Director, liable to retire by rotation.

AUDITORS

Messrs. Venkatesh & Company, Chartered Accountants, Chennai, the Company's Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received confirmation from the Statutory Auditors that their appointment, if made, would be well within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. The Board recommends their re- appointment as Auditors of the Company. The necessary resolution is being placed before the shareholders for approval.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:

- In the preparation of the Annual Accounts for the financial year ended 31st March, 2012, applicable accounting standards have been followed;

- Appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Loss of the Company for that period;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Annual Accounts of the Company have been prepared on a going concern basis.

COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 issued by CS. R. Sridharan, M/s. R. Sridharan & Associates, Company Secretaries, is attached hereto and forms part of the Annual Report.

INFORMATION AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

During the financial year under review, there were no employees in the Company in receipt of remuneration in excess of the limits as specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (As amended vide Notification No G.S.R 289(E) dated 31st March, 2011).

INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 A. CONSERVATION OF ENERGY

Your Company is making continuous efforts to conserve energy consumption wherever practicable by economizing on the use of power and fuel in the factory and offices.

B. TECHNOLOGY ABSORPTION

No new technology absorption has been made during the financial year 2011-12.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no Foreign exchange earnings and outgo during the financial year 2011-12.

PERSONNEL

During the year under review, your Company maintained cordial relationship with employees. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation of the excellent assistance and co-operation received from Government Bodies, bankers, customers, suppliers and distributors.

The Board of Directors wish to express their gratitude and record their sincere appreciation of the dedicated efforts by all employees. .

Your Directors are thankful to esteemed shareholders for their support and confidence reposed on the Company.

On behalf of the Board

Place: Mumbai S. Kumar Siddharth Agarwal

Date : 29th August, 2012 Director Director

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Mar 31, 2011

The Directors have pleasure in presenting their Sixtieth Annual Report together with the audited accounts for the financial year ended 31st March 2011.

FINANCIAL HIGHLIGHTS

Rs. In Lakhs

Particulars

2010-11 2009-10

Sale of Products 5.27 41.50

Other Income 23.66 645.16

Total Revenue 28.94 686.66

Profit/(Loss) Before Depreciation (497.69) (365.84)

Depreciation - 0.16

Profit/(Loss After Depreciation (497.69) (365.68)

Net Profit / (Loss) (497.69) (365.68)

OPERATIONS

Your Company achieved a Turnover of Rs.5.27 Lakhs during the financial year ended 31st March 2011 compared to Rs.41.50 Lakhs in the previous year. The turnover does not fully cover the operating expenses in view of the continued low volume. Efforts are being made to step up the volume further in the coming years to make up for this shortfall.

DIVIDEND

FIXED DEPOSITS

Your Company has not accepted any deposits from the Public.

OPEN OFFER FOR ACQUISITION OF EQUITY SHARES BY M/S. KIYANA REAL ESTATE PRIVATE LIMITED

M/s. Kiyana Real Estate Private Limited (the Acquirer) has entered into a Share Purchase Agreement (SPA) with M/s. South India Travels Private Limited to acquire 31,96,189 (Thirty One Lacs Ninety Six Thousand One Hundred Eighty Nine) fully paid up equity shares of Re.1/- each representing 66.34% of the issued, subscribed and paid up capital of the Company at a price of Re.1/- per equity share aggregating to Rs.31,96,189/- (Rupees Thirty One Lacs Ninety Six Thousand One Hundred Eighty Nine only). Pursuant to the above-mentioned SPA and Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, the Acquirer has issued a Public Announcement dated 24th March 2011 making an Open Offer to the remaining shareholders of the Company to acquire 9,63,532 equity shares of Re.1/- each representing 20% of the issued, subscribed, paid up and voting capital of the Company, at a price of Re.1/- (Rupee One only) per fully paid-up equity share payable in cash.

The Letter of Offer shall to be sent to those shareholders whose names appear in the Register of Members of the Company as on 8th April 2011. The Draft Letter of Offer has been filed by the Acquirer with the Securities and Exchange Board of India in terms of the Takeover Regulations and the same is under process.

DIRECTORS

In accordance with Section 255 of the Companies Act, 1956, Mr.K.S.Kirushnamani retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Siddharth Agarwal, Mr. Ramnivas R. Saboo and Mr. Sanju H. Ahooja were inducted as Additional Directors on the Board with effect from 15th December 2010 and pursuant to Section 260 of the Companies Act, they shall hold office as an Additional Director only upto the conclusion of the ensuing Annual General Meeting of the Company. The Board therefore, recommends their appointment as Directors of the Company.

AUDITORS

Messrs. Venkatesh & Company, Chartered Accountants, Chennai, the Company's Auditors retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received confirmation from the Auditors that their appointment, if made, would be well within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment as Auditors of the Company. The necessary resolution is being placed before the shareholders for approval.

Ø In the preparation of the Profit & Loss Account for the financial year ended 31st March, 2011 and the Balance Sheet as at that date ("financial statements") applicable accounting standards have been followed;

Ø Appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Loss of the Company for that period;

Ø Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

Ø The financial statements have been prepared on a going concern basis.

COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 issued by CS. R. Sridharan, M/s. R. Sridharan & Associates, Company Secretaries, is attached hereto and forms part of the Annual Report.

INFORMATION AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

During the financial year under review, there were no employees in the Company in receipt of remuneration in excess of the limits as specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (As amended vide Notification No G.S.R 289(E) dated 31st March 2011).

INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

A. Conservation Of Energy

Your Company is making continuous efforts to conserve energy consumption wherever practicable by economizing on the use of power and fuel in the factory and office.

B. Technology Absorption

Research & Development

The Company has been doing limited design & Development works in-house for the improving the performance of the existing products. The

Technology Absorption

No new technology absorption has been made during the financial year 2010-11.

C. Foreign Exchange Earnings and Outgo

There were no Foreign exchange earnings and outgo during the financial year 2010-11.

PERSONNEL

During the period under review, your Company maintained cordial relationship with the employees at all levels.

ACKNOWLEDGEMENT

The Directors take this opportunity to express their grateful appreciation of the excellent assistance and co-operation received from Government Bodies, bankers, customers, suppliers and distributors.

The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts of all the employees.

The Directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company.

Place : Chennai S. Kumar K.S.Kirushnamani

Date : 30th August 2011 Director Director

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Mar 31, 2010

The Directors present the 59th Annual Report together with the Audited Accounts for the period ended 31st March, 2010.

EXTENSION OF ACCOUNTING YEAR

The company applied for extension of Annual General Meeting for which necessary application was made with the Registrar of Companies, Chennai and the approval for the same has been obtained.

During the 12 months period under review, the quantitative data relating to production and sales on a comparative basis is as under:

FINANCIAL RESULTS

(Rs. in lacs)

2009-2010 2008-2009

Particulars April 2009 to April 2008 to March 2010 March 2009

Sale of Products & Services 41.50 22.40

Other Income 645.16 0.85

Total Revenue 686.66 23.25

Profit/ (Loss) Before Depreciation (365.84) (36.92)

Depreciation 0.16 0.08

Profit /(Loss)After Depreciation (365.68) (36.84)

Net Profit / (Loss) (365.68) (36.84)

Earnings Per Share (7.59) (0.76)



OPERATIONS

Your Company achieved a turnover of Rs. 41.50 Lakhs as compared to Rs.22.40 Lakhs in the previous year. The turnover does not fully cover the operating expenses in view of the continued low volume. The losses include irrecoverable amounts written off. Efforts are being made to step up the volume further in the coming years to make up for this short fall.

DIVIDEND

Due to the Loss suffered by the Company, your Directors are unable to recommend any dividend for the period ended 31 st March 2010.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public.

DIRECTORS

In accordance with Section 255 of the Companies Act, 1956, Mr. S.S.Shetty, retires by rotation in the ensuing Annual General Meeting and being eligible offers him for re-appointment.

AUDITORS

M/s. Venkatesh & Co., Chartered Accountants, Chennai, Statutory Auditors of the Company, retire at the ensuring Annual General Meeting and are eligible offer themselves for re-appointment.

M/s. Venkatesh & Co., Chartered Accountants, Chennai have forwarded their certificate to the company, stating that their re-appointment, if made, would be within the limit specified in that behalf in Section 224 (1B) of the Companies Act, 1956.

EXPLANATIONS TO THE REMARKS IN THE AUDITORS REPORT:

The Directors wish to report that substantial progress was made in rectifying the reservations/qualifications made by the auditors in the earlier years and obtained a true and fair view certificate from the Statutory Auditors. The Directors will ensure strict compliance of statutory regulations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that, to the best of their knowledge and belief:

a. In the preparation of the Profit & Loss Account for the period ended 31st March, 2010 and the Balance sheet as at that date ("financial statement"), applicable accounting standards have been followed:

b. Appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the company as at the end of the period and of the loss of the company for that period.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions for the Companies Act, 1956, for safeguarding the assets of the company and for prevesting and detecting fraud and other irregularities. To ensure this, the company has established internal control systems, consistent with its size and nature of operations. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems.

d. The financial statements have been prepared on a going concern basis.

e. The financial statements have been audited by M/s. Venkatesh & Co, Chartered Accountants, the Statutory Auditors and their report is appended thereto.

COMPLIANCE CERTIFICATE

Pursuant to Section 383 A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules 2001 certificate issued by Messrs R.Sridharan & Associates, Company Secretaries, has been obtained.

PERSONNEL

During the period under review, your Company maintained cordial relationship with the employees at all levels. Information as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975 forms part of this report. However, as per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent to all members of the Company excluding the Statement of Particulars of Employees under Section 217 (2A) of the Act.

INFORMATION AS REQUIRED UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

A. CONSERVATION OF ENERGY

Your Company is making continuous efforts to conserve energy consumption wherever practicable by economizing on the use of power and fuel in the factory and office.

B. TECHNOLOGY ABSORPTION

RESEARCH & DEVELOPMENT

The Company has been doing limited design & development works inhouse for the improving the performance of the existing products. The present R&D activities are restricted to essentials due to paucity of funds.

TECHNOLOGY ABSORPTION

No hew technology absorption has been made during the period.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no Foreign exchange earnings and outgo during the period.

ACKNOWLEDGEMENT

Your Directors acknowledge and place on record their gratitude for the assistance and co-operation from bankers, State and Central Government Authorities and employees at all levels.



for and on behalf of the Board

Place: Chennai K. Vaidyanathan S.Kumar

Date .01.09.2010 Director Director

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Mar 31, 2003

The Directors present the 53rd Annual Report together with the Audited Accounts for the financial year ended 31st March 2003.

1. KEY FINANCIAL SUMMARY Rs.in lakhs

2002-2003 2001-2002 For 12 months For 6 months

Sales 315.46 120.15

Other income 751.73 527.50

Total revenue 1067.19 647.65

Profit/(Loss) before depreciation 24.46 (41.42)

Depreciation 11.40 6.33

Profit/(Loss) after depreciation 13.06 (47.75)

Net Profit(Loss) 13.06 (47.75)

The accumulated loss as at 31st March 2003 was Rs. 8967.49 lakhs.



2. DIVIDEND

Equity:

In view of the accumulated losses, your Directors regret their inability to recommend any dividend on equity shares for the financial year ended 31st March 2003.

Preference:

The Sanctioned Scheme of BIFR has provided for the preference shareholders relinquishing their claim for cumulative arrears of dividend and accepting redemption of shares at face value. The Company, accordingly, has arranged for funds and has intimated the preference shareholders for surrendering their certificates for redemption thereon.

3. POSITION OF COMPANY vis- a- vis BIFR

Subsequent to the hearing held on 26.02.2003, the BIFR directed the Company to submit the audited balance sheets upto 31-03-2003, by end Dec2003, for their review.

It may be noted that the Companys Net Worth has become positive considering the available shareholders funds as at 30-09-2001 and continues to remain positive.

4. OPERATIONS

The Clutch and Brake units were functioning at lower levels of production.

5. FIXED DEPOSITS

At the end of the financial year ended 31st March 2003, there were no deposits from the public/shareholders.

6. INDUSTRIAL RELATIONS

During the year industrial relations with employees at the Clutch and Brake Division were generally cordial.

7. DIRECTORS

Mr.K.Vaidyanathan, Director, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

8. AUDITORS

M/s.Sri & Sri Associates, Chartered Accountants, Chennai, auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

9. EXPLANATIONS TO THE REMARKS IN THE AUDITORS REPORT

The Directors wish to report that substantial progress was made in rectifying the reservation/qualifications made by the auditors in the earlier years and obtained a true and fair view certificate from the Statutory Auditors. The process of rectifying the remaining deficiencies in a time bound manner is effectively continued.

10. RESPONSIBILITY STATEMENT

In preparation of the annual accounts, the applicable accounting standards have been followed. Appropriate accounting policies have been selected and applied so as to give a true and fair view of the state of affairs of the Company at the end of the year and the profit of the Company for that year. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 amidst various constraints faced by the Company. The financial statements have been prepared on a going concern basis.

11. PARTICULARS OF EMPLOYEES

There are no employees who are covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

12. INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956.

A. Conservation of Energy:

Your Company Is making continuous efforts to conserve energy consumption -wherever practicable by economizing on the use of power and fuel in the factories and offices.

B. Technology absorption:

e) Research & Development:

The Company has been doing limited design & development works ,in house through reverse engineering for the improving the performance of the existing products. The present R&D activities are restricted to essentials due to paucity of funds.

f) Technology absorption:

No new technology absorption has been made during the period.

C. Foreign Exchange earnings and outgo:

The foreign exchange earnings and outgo during the period are as detailed below:

Foreign Exchange Earnings : Nil Foreign Exchange Outgo : Nil

13. ACKNOWLEDGEMENT

Your Directors acknowledge and place on record their gratitude for the assistance and co-operation from bankers, financial institutions, State and Central Government Authorities and employees at all levels.

On behalf of the Board

K VAIDYANATHAN A R CHIDAMBARAM Director Director

Chennai

27th December 2003

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Sep 30, 2001

The Directors present their Report together with the Audited Accounts for the period ended 30th September 2001.

1. KEY FINANCIAL SUMMARY Rs.in lakhs

2000-2001 1999-2000 for 18 months for 12 months (upto 30.9.2001) (upto 31.3.2000)

Sales 2763.03 2085.68

Other Income 750.33 1397.97

Total Revenue 3513.36 3483.65

Profit/(Loss) before depreciation 349.84 (29.54)

Depreciation 24.11 20.02

Profit/(Loss) after Depreciation 325.73 (49.56)

Net Profit/(Loss) 325.73 (49.56)

*The accumulated loss as at 30th September 2001 was Rs.8782.80 lakhs

1. DIVIDEND

Equity:

In view of the accumulated losses, your Directors regret their inability to recommend any dividend on equity shares for the period ended 30th September 2001.

Preference:

The Sanctioned Scheme of BIFR has provided for the preference shareholders relinquishing their claim for cumulative arrears of dividend and accepting redemption of shares at face value. The Company, accordingly, has arranged for funds and has intimated the preference shareholders for surrendering their certificates for redemption thereon.

2. POSITION OF THE COMPANY vis-a-vis BIFR

During a hearing held on 11-05-2000, the BIFR directed the Monitoring Agency to hold a Joint Meeting to review the Modified Scheme. The Company obtained an updated report from M/s. A. F. Ferguson & Co. regarding equity capital on 13th Nov 2000 and submitted it to IDBI. The monitoring Agency convened a Joint Meeting on 13-12-2000 and a consensus was reached to recommend the Modified Scheme to BIFR. After the hearing on 24-05-2001, the BIFR ordered extension of the Financial Year to 30-09-2001 and gave specific approval for derating of the existing equity as well as restructuring of the unsecured loans into equity so as to keep the equity capital at Rs.7 Crores.

The Accounts for the period ended 30.09.2001 incorporate the consequential adjustments in this regard. It may be noted that the Companys Net Worth has become positive considering the available shareholders funds as on 30-09-2001.

3. OPERATIONS

The Clutch and Brake units were functioning normally. The Other Income includes receipt from the assignment of leasehold rights, sale of scrap machinery, etc. Proceeds from the other Income were utilised towards operational expenses.

4. FIXED DEPOSITS

At the end of the period on 30th September 2001, there were no deposits from the public/shareholders.

5. INDUSTRIAL RELATIONS

During the year industrial relations with employees at the Clutch and Brake Division were generally cordial.

6. DIRECTORS

Mr. K. Vaidyanathan, Director, retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

7. AUDITORS

M/s.Sri & Sri Associates, Chartered Accountants, who were appointed at the Extra-Ordinary General Meeting of the Shareholders held on 23rd Oct. 2003 as the Statutory Auditors of the Company to hold office till the conclusion of the 51st Annual General Meeting, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

8. EXPLANATIONS TO THE REMARKS IN THE AUDITORS REPORT The Directors wish to report that substantial progress was made in rectifying the reservation/qualifications made by the auditors in the earlier years and obtained a true and fair view certificate from the • Statutory Auditors. The process of rectifying the remaining deficiencies in a time bound manner is effectively continued.

9. RESPONSIBILITY STATEMENT

In preparation of the annual accounts, the applicable accounting standards have been followed. Appropriate accounting policies have been selected and applied so as to give a true and fair view of the state of affairs of the Company at the end of the period and the loss of the Company for that period. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 amidst various constraints faced by the Company. The financial statements have been prepared on a going concern basis.

10. PARTICULARS OF EMPLOYEES

There are no employees who are covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

11. INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

A. Conservation of Energy

Your Company is making continuous efforts to conserve energy consumption wherever practicable by economizing on the use of power and fuel in the factories and offices.

B. Technology Absorption

a) Research & Development

The Company has been doing limited design & development works in house through reverse engineering for improving the performance of the existing products. The present R&D activities are restricted to essentials due to paucity of funds.

b) Technology Absorption

No new technology absorption has been made during the period.

C. Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the period are as detailed below:

Foreign Exchange Earnings: Rs. 101851 Foreign Exchange Outgo : Nil

12. ACKNOWLEDGEMENT

Your Directors acknowledge and place on record their gratitude for the assistance and co-operation from bankers, financial institutions, State and Central Government Authorities and employees at all levels.

On behalf of the Board

K VAIDYANATHAN A R CHIDAMBARAM Director Director

Chennai 15th December 2003

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Mar 31, 2000

The Directors present the 50th Annual Report together with the audited accounts for the year ended 31st March 2000.

1. KEY FINANCIAL SUMMARY Rs.in lakhs 1999-2000 1998-99

Sales 2085.68 1847.98

Other income 1397.97 58.98

Total revenue 3483.65 1906.96

Profit/(L.oss) before depreciation (29.54) (1191.31)

Depreciation 20.02 20.37

Profit/(Loss) after depreciation (49.56) (11211.68)

Interest waiver by Financial Institutions - 373.41

Add/(Deduct) adjustments in respect - - of prior years

Net ProfiV(Loss) (49.56) (838.27)

The accumulated loss as at 31st March 2000 was Rs. 9389.24 lakhs.

2. DIVIDEND

Equity:

In view of the continued losses, your Directors regret their inability to recommend any dividend on equity shares for the year ended 31st March 2000.

Preference:

The Sanctioned Scheme of BIFR has provided for the preference shareholders relinquishing their claim for cumulative arrears of dividend and accepting redemption of shares at face value. The

Company, accordingly, proposes to redeem all the series of preference shares in due course.

3. POSITION OF COMPANY vis- a- vis BIFR

Following a settlement reached with AEW Union at Bhandup on 1-7-1999, 251 employees left the services on VRS and a sum of Rs.1024 lakhs was paid to them as compensation. The company submitted its proposal for a modified scheme in April 99 to IDBI as directed by BIFR.

4. OPERATIONS

The Clutch and Brake units were functioning with slightly improved turnover. Other income includes receipts by sale of leasehold rights of surplus factory land at Aurangabad unit. The sale proceeds were utilised to meet the cost of separation of surplus workmen in Aurangabad factory and operation expenses.

5. FIXED DEPOSITS

At the end of 31st March 2000, there were no deposits from the public/shareholders.

6. INDUSTRIAL RELATIONS

During the year industrial relations with employees at the Clutch and Brake division were generally cordial.

7. DIRECTORS

Dr M A Chidambaram, Chairman, passed away on 19th January 2000. The Company had lost not only the most distinguished personality who built the Company right from inception but also his valued guidance, advice and navigation. The Board places on record its grateful appreciation of the valuable services rendered and guidance provided by Dr M A Chidambarm, Chairman, during his long association with the Company. The Board also conveys its heartfelt condolences to the bereaved members of the family.

During the year Mr P N Vencatean, Mr Ranjit Sinh Gaekwad and Mr D N Anand, Special Director- BIFR resigned from the Board. The Board places on record its grateful appreciation of the valuable services rendered by Mr P N Vencatesan, Mr Ranjit Sinh Gaekwad and Mr D N Anand during their tenure of office as Directors.

Mr K Vaidyanathan, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-election.

8. AUDITORS

M/s A F Ferguson Associates, Chartered Accountants, who are the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

9. EXPLANATIONS TO THE REMARKS IN THE AUDITORS REPORT

The Directors wish to report that substantial progress was made in rectifying the reservation/qualifications made by the auditors in the earlier years and obtained a true and fair view certificate from the statutory auditors. The process of rectifying the remaining deficiencies in a time bound manner is effectively continued.

10. RESPONSIBILITY STATEMENT

In preparation of the annual accounts, the applicable accounting standards have been followed. Appropriate accounting policies have been selected and applied 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 the loss of the comapny for that period. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with

the provisions of the Companies Act, 1956 amidst various constraints faced by the Company. The financial statements have been prepared on a going concern basis.

11. PARTICULARS OF EMPLOYEES

There are no employees who are covered under Section 217{2A) read with the Companies (Particulars of Employees) Rules, 1975.

12. INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956.

A. Conservation of Energy:

Your Company is making continuous efforts to conserve energy consumption wherever practicable by economising on the use of power and fuel in the factories and offices.

B. Technology absorption:

a) Research & Development:

The Company has been doing limited design & development work in house through reverse engineering for the improving the performance of the existing products. The present R&D activities are restricted to essentials due to paucity of funds.

b) Technology absorption:

No new technology absorption has been made during the period.

C. Foreign Exchange earnings and outgo:

The foreign exchange earnings and outgo during the period are as detailed below:

Foreign exchange earnings Rs 3,71,338

Foreign exchange outgo Rs 41,75,751

13. ACKNOWLEDGEMENT

Your Directors acknowledge and place on record their gratitude for the assistance and co-operation from bankers, financial institutions, State and Central Government Authorities and employees at all levels.

On behalf of the Board

A R CHIDAMBARAM K VAIDYANATHAN Director Director

Chennai 28th March 2003