The directors have the pleasure in presenting the 30th Annual Report and that of the Auditors together with the audited Balance Sheet as at 31st March 2014 and profit and loss account for the year ended on that date.

PERFORMANCE

The financial results for the year ended 31st March 2014 are as under:

                                                  (Rupees in lakhs)
                                            31.03.2014      31.03.2013

INCOME                                         6280.53        11844.71

EXPENDITURE                                    5811.89        11315.12

EBITDA                                          468.63          529.59

PBT                                              93.44          120.60

PAT                                              62.89           97.20

COURSE OF BUSINESS AND OUTLOOK

Your company had achieved a turnover of Rs. 628,053,482 as compared to the turnover of Rs. 1,184,471,241 in the previous year. The profit before tax was Rs. 9,344,405 as compared to profit of Rs. 12,060,778 last year. With continued confidence of all our associates, we will aggressively meet all the challenges with renewed faith in our company and the future that we all share.

DIVIDEND:

In order to stream line Company's business model, the board of directors have decided not to declare any dividend for the current fiscal. The profits, retained by the company during the financial year 2013-14, has been carried over to the Reserves and Surplus Account.

DIRECTORS:

The Company has, pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement entered into with the Stock Exchange, as amended from time to time, appointed MrJanarthanan Atashary Karunakaran Nayar (A J Meon), Shri. Ramaiyengar Chari, Shri. Mahabir Singh Sehrawat and Shri. Krishan Chand Batra as Independent Directors of the Company. The Company has received declarations from the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49. In accordance with the provisions of section 149(4) and section 152 (5) of the Companies Act,2013, the above persons are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

Mr. Narayanamurthy Seshadri retire by rotation and being eligible offer himself for re-appointment.

AUDITORS

The auditors of the company M/s Abhay Jain & Co., Chartered Accountants retire at the conclusion of the meeting and are eligible for reappointment. The auditors have expressed their willingness to continue in office if they are reappointed. Your Board recommends their reappointment.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

None of the employees fall under the category specified under Sec.217 (2A) of the Companies Act, 1956 and the Rules thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTGO:

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as Annexure to this Report.

EXPORTS, INITIATIVES TAKEN TO INCREASE EXPORTS; DEVELOPMENT OF NEW EXPORT MARKETS FOR PRODUCT AND SERVICES AND EXPORT PLANS: The company has done export in a small by way of deemed export for Rs.78,11,363.

FOREIGN EXCHANGE EARNIGNS/OUTGO: Foreign Earnings : Nil Foreign Outgo : Nil

DIRECTOR'S RESPONSIBILITY STATEMENT:

Directors hereby declare:

- That in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation related to material departures.

- 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 period and of the profit and loss of the company for that period.

- That the directors have taken proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities subject to the inherent limitations that should be recognized in weighing the assurance..

- That the directors had prepared the annual accounts on a going concern basis.

EMPLOYEE RELATIONS:

Employee relations throughout the company were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the company's vision and strategy to deliver another record performance.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS REPORT:

A report of Compliance Of Corporate Governance, pursuant to clause 49 of the Listing Agreement, as on 31.03.2014 duly certified by the auditors of the company and the Management Discussion Analysis report is annexed.

COMPLIANCE CERTIFICATE:

In accordance with Section 383A of the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the company has obtained a certificate from a Company Secretary in whole time practice, confirming that the company has complied with all the provisions of Companies Act, 1956.

ACKNOWLEDGEMENT:

Your directors would like to express their grateful appreciation for the support and co operation of all stakeholders ,including company's bankers, Government authorities etc.

Your directors also wish to thank the executives, staff & workers at all levels of the company.

                                   For and on behalf of the Board

                                   Sd/-                Sd/-
                                 Vinay Goyal        S.N.Seshadri
                                 Managing Director  Whole Time Director