Sicagen India Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2018

The Directors are pleased to present the 14^th Annual Report and the Audited Financial Statements of the Company for the year ended 31^st March 2018.

FINANCIAL RESULTS

Financial performance of the Company for the year ended 31^st March 2018 is summarized below:

(Rs. Lakhs)

	Year ended 31s1 March 2018	Year ended 31st March 2017
Revenue from operations	56,645	56,423
Other Income	1,174	1,033
Total Revenue	57,819	57,456
Profit before Finance Cost, Depreciation and Tax	1,567	1,535
Finance Cost	688	616
Depreciation	174	160
Profit before Tax	705	759
Provision for Tax	63	9
Profit after Tax	642	750
Other Comprehensive Income	23	193
Total Comprehensive Income for the year	665	943
Balance in other Equity	34,269	33,611
Amount available for Appropriations	34,934	34,554
Appropriations
General Reserve	Nil	Nil
Dividend on Equity shares	237	237
Tax on Dividend	48	48
Balance carried to the Balance Sheet	34,649	34,269
Earnings per share (EPS) in Rs.	1.62	1.90

REVIEW OF OPERATIONS

Building Materials Division

This is ISO 9001 - 2015 certified division of Sicagen.

The Building Materials division has a rich legacy of being in the business for over seven decades. This business has been partnering with some of the best brands in trading of building materials like Tata steel, JSW, Jindal, APL Apollo, SAIL in steel segment; Dalmia and Penna brands in Cement; Jain, Astral and Ajay in PVC and Finolex for cables as major sourcing channels amongst many others. This division also provides infrastructure solutions to customers on a case to case basis and well received in the market. During the year, the division faced number of challenges including Govt. policies of GST and RERA. Excise duty which was hitherto part of the cost of purchase and sales revenue has been removed as excise duty has been subsumed into GST. Therefore, sales value dropped substantially from July 2017, which was coupled with lower sales on account of GST transition process. The business environment was already at its lowest rung of the ladder with economy reeling under demonetisation which adversely affected the steel, construction and real estate sectors. The Realty sector has passed through one of the toughest times with lack of funds with customers, uncertainty on the compliance with various statutes. However, the major push from the Government on the roads, railways, and urban infrastructure segments has supported our division to improve their order book position in H2.

This division achieved a total turnover of Rs.48,097 Lakhs with a net profit of Rs.284 Lakhs against previous year turnover of Rs.50,203 Lakhs and a net profit of Rs.748 Lakhs. Continuous innovative ideas, efforts from the sales team and effective business strategies by management together with addition of new customers and expansion to new markets had provided necessary impetus to the business to remain buoyant despite many challenges. The Company is planning to expand the operations to other high potential geographical territories while adding various new product portfolios. Further, plans are in place to strengthen the current market share and continue to focus on catering to the existing markets.

Power & Control Systems Division

This is ISO 9001 - 2015 certified division of Sicagen. This division caters to the Power Generating companies, other industries that deal with equipment in the handling of control units segment. This division has an established relationship due to expertise in providing superior quality service with many public sector power generating companies and also earned reputation of being the exclusive authorised service provider for Woodward Governors. This division caters to a variety of customers spread majorly in power, oil refineries, shipping, sugar and fertilizer industries. This business faces competition from the OEM suppliers and is dependent on the capex funds allocated by corporates. During this year the division has grown by 36%.

The revenue of this division during the year under review was Rs.3,759 Lakhs and net profit was Rs.418 Lakhs as compared to the revenue of Rs.2,860 Lakhs and net profit of Rs.332 Lakhs in the previous year. Adequate plans are initiated for expansion to new product portfolios and new markets especially, the overseas market to enhance the turnover. Currently the Company is already servicing some customers in African continent and earned good reputation as quality service providers.

Speciality Chemicals Division

This is 9001 - 2015 certified division of Sicagen. Specialty Chemicals division has achieved major strides in its turnover with a substantial increase by 114% to Rs.1,098 Lakhs and earned a net profit of Rs.211 Lakhs this year as compared to turnover of Rs.546 Lakhs and a net profit of Rs.92 Lakhs in 2016-17. During the year, this division has expanded its operations to new territories in northern India and bagged many orders from sugar manufacturing companies with strengthened operations that commenced last year. Trading business of some of the related products has contributed to the revenue during the year. This division has set up the road map to explore into many areas including overseas markets in order to diversify its operations to the wide customer base. During the year, the R & D laboratory extended great support by providing a very detailed analysis of our own manufactured products as well as other products to excel the customer satisfaction.

Industrial Packaging Division

This is ISO 9001 - 2015 certified division of Sicagen. During the year, this division had registered reasonable growth by 47% over the earlier year. This division has introduced new product by diversifying to manufacture of cable reel drums and supplied about 200 drums to overseas market. Unstable raw material (Steel) prices with increase in prices month on month, short fruit pulp season and intense competition from unorganised/ entrepreneur type of businesses continued to be the challenges to the operations. Strategic planning, Improvement in the quality of the barrels, prompt delivery and enhanced productivity ensured higher sales. Turnover during the year stood at Rs.3,327 Lakhs as compared to Rs.2,513 Lakhs in 2016-17.

The net profit of this division has improved over the previous year due to the implementation of many cost reduction measures and higher productivity. This division registered a net profit of Rs.198 Lakhs for the year 2017-18 as against Rs.150 Lakhs in the previous year 2016-17. This division falls under MSME category and is certified under BIS for all product categories as at the year end. Expansion plans are laid out to foray into many other areas of packaging and excel in the customer requirements.

Engineering Division

No operational income was posted during the year 2017-18 due to lack of new orders for boat building operations. However, this division has participated in the tenders floated during the year, negotiating with many customers. Also discussions are going on with BEML and Ministry of Fisheries to tap new business opportunities. Our company anticipates few orders in the ensuing financial years.

During the year, Indian Navy has approved Sicagen India limited as a supplier for Yard craft/ Ferry Craft/ Barges etc.

Dividend

Your Directors are pleased to recommend a dividend of Rs.0.60 per equity share (6% on equity capital of the Company) for the financial year 2017-18 despite a very mixed year with multiple challenges, volatility in raw material prices and financial instability, continued uncertainty in the business environment for most part of the year. Total dividend is Rs.237 Lakhs and dividend distribution tax amounts to Rs.48 Lakhs. The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date fixed by the Board.

Disclosures under the Companies Act, 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has complied with requirements and the details of which are disclosed hereunder.

1. Extract of Annual Return

As per the Companies Amendment Act, 2017, the details of extract of Annual Return which forms part of this report is posted on the Company''s website www.sicagen.com.

2. Number of Board Meetings

The Board of Directors met 5 (five) times in the year 2017-18. The details of the Board meetings and the attendance of the Directors are given in the Corporate Governance Report.

3. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors report that:

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2018 and of the profit & loss account of the Company for year ended on that date.

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

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

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and effective.

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

4. Statement on declaration given by Independent Directors

The Company maintains the requisite number of Independent Directors as required under Section 149(4) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in sub-Section(6) of Section 149 of the Act.

5. Remuneration Policy

The Company follows a policy on remuneration of Directors, Key Managerial Personnel and Senior Management employees including criteria for determining qualification, positive attributes and independence of Directors. The following is the Remuneration Policy for Directors.

i. For Executive Directors

The remuneration of the Whole Time Directors shall comprise of a fixed component and a performance linked pay, as may be fixed by the Nomination and Remuneration Committee and subsequently approved by the Board of Directors and Members. Performance Linked Pay shall be payable based on the performance of the individual and the Company during the year. Remuneration trend in the industry and in the region, academic background, qualifications, experience and contribution of the individual are to be considered in fixing the remuneration. These Directors are not eligible to receive sitting fees for attending the meetings of the Board and Committees.

ii. For Non-Executive Directors

The Non-Executive Directors will be paid sitting fees for attending the Board and Committee Meetings as per the stipulations in the Act, and the Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee. Different scales of sitting fee may be fixed for each category of the directors and type of meeting. However, the fees payable to the Independent Directors and Woman Directors shall not be lower than the fee payable to other categories of directors. In addition to this, the travel and other expenses incurred for attending the meetings are to be met by the Company. Subject to the provisions of the Act and the Articles of Association, the Company in General Meeting may by special resolution sanction and pay to the Directors remuneration not exceeding 1% of the net profits of the Company computed in accordance with the relevant provisions of the Act. The Company shall have no other pecuniary relationship or transactions with any Non-Executive Directors.

6. Explanation of Board on qualification of statutory auditors & secretarial auditor, if any

During the year ended 31^st March 2018, there was no qualification, reservation or adverse remark made by the statutory auditor on the financial statements of the company and by the Practicing Company Secretary in their respective reports.

7. Particulars of loans, guarantees or investments given or made by the Company

During the year 2017-18, the Company has not given any loan or given any guarantee or provided security in connection with a loan to any person/body corporate except the loans to parties covered in the register maintained under Section 189 of the Companies Act, 2013. Investment in Danish Steel Cluster Private Ltd (Danish Steel) was made during the year for acquiring the remaining 40% of equity capital of Danish Steel. Upon completion of 40% acquisition, Danish Steel has become a Wholly Owned Subsidiary of the Company with effect from 28^thDec 2017.

8. Related Party Transactions

The related party transactions entered into with related parties are on arm''s length basis and in compliance with the applicable provisions of the companies act and the listing agreement. There are no materially significant related party transactions made by the company with promoters, directors or key managerial personnel etc., which may have potential conflict of interest with the interest of the company at large.

All the related party transactions were placed before the Audit Committee and the Board specifying the nature, value and terms and conditions of the transactions. In principle approval is obtained for the transactions which are foreseen and are, repetitive in nature.

9. Amount transferred or proposed to transfer to any reserves

The Company has not transferred or proposed to transfer any amount to any reserves as there is no necessity to transfer such amount as required under the Companies Act, 2013.

10. Material changes and commitments, if any, affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the company between the end of the financial year 31^st March 2018 and the date of this report.

11. Transfer of unclaimed dividend / Shares to the Investor Education and Protection Fund

As required under the provisions of Section 124, other applicable provisions of Companies Act, 2013, and the rules and amendment made thereunder, the Company is required to transfer the dividends that remain unpaid/ unclaimed for a period of seven years to Investor Education and Protection Fund (IEPF) and also all the equity shares in respect of which unpaid/unclaimed dividend pertaining to those shares remains unclaimed/ unpaid for a period of seven consecutive years to an IEPF account administered by the Central Government. On transfer of the amounts to IEPF account, no claim shall lie in respect of those amounts against the Company. As on 31^st March 2018, an amount of Rs.9.82 Lakhs pertaining to the financial year 2010-11, which was lying in the unclaimed dividend account of the Company is required to be transferred to the IEPF account on 28^th August 2018.

Members who have so far not encashed their dividend warrant(s) or those yet to claim their dividend amounts pertaining to the financial year 2010-11, may write to the Company/RTA (Cameo Corporate Services Limited) for claiming the same before 28^th August 2018.

12. Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo

Particulars required to be disclosed under Section 134 of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure I, which forms part of this Report.

13. Risk Management Committee

The Company has constituted a Risk Management Committee which comprises of 3 Directors and finance head as members for implementing, monitoring and reviewing of risk management plan periodically. The Committee constituted by the Company has been delegated with powers to oversee the risk management process, risk identification, effective implementation of mitigation plan and risk reporting.

14. Composition of Audit Committee

The Board has constituted an Independent Audit Committee which comprises four members namely Mr.B.Narendran, Mr.Sunil Deshmukh, Mr.Harish Chandra Chawla and Mrs.Sashikala Srikanth. More details on the Audit Committee are given in the Corporate Governance Report.

15. Evaluation of Board

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Schedule IV of the Act and also in line with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Independent Directors of the Company met on 07^th February 2018 without the attendance of NonIndependent Directors and Members of Management and reviewed the performance of Non-Independent Directors and the Board as a whole. They also reviewed the performance of the Chairperson.

Evaluation of the Board was carried out through a structured evaluation process covering various aspects of the Board''s functioning such as composition of the Board & Committees, competencies, duties and responsibilities, attendance, value of contribution made to the Company''s progress etc.

16. Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has to spend at least 2% of last three years of its average NP profit before tax for carrying out appropriate CSR activities as referred under Schedule VII of the Act. The Company has constituted a CSR Committee and framed a policy for implementation of CSR initiatives.

The Company is a member of the new Not-For-Profit Company formed under Section 8 of the Companies Act, 2013 to carry out necessary CSR activities. A report on CSR activities forming part of this report is attached herewith as separate Annexure II.

17. Vigil Mechanism

Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013 read with the Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for its directors and employees to report their grievances or genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct. In order to prevent fraudulent activities and also to ensure a corruption free work environment, a detailed Whistle Blower policy has been laid down by the Board. Brief details of the Whistle Blower policy are given in the Corporate Governance Report.

18. Internal Complaints Committee

The Company has constituted an Internal Complaints Committee to prevent and prohibit any form of sexual harassment at workplace and provide redressal for woman employees as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, the members of Internal Complaints Committee met on 20^th Nov 2017 and noted that there was no event affecting any of the women employees on account of any sexual harassment at the work place.

19. Particulars required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014

The particulars required under Section 197(12) read with Rule 5(1), (2) & (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are given in Annexures III & IV, and form part of this Report.

20. Corporate Governance Report

A Report on Corporate Governance as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of this Annual Report. The requisite certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as required under the above Regulation is attached to this Report.

21. Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached along with this report.

22. Directors/KMPs

Mr.Ashwin C Muthiah, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-election.

Due to personal reasons, Mr.Shridhar Gogte, Whole Time Director and Mr.R.Achuthan, Company Secretary have resigned on 3^rd April 2018 and 15^th February 2018 and they have been relieved from the services of the Company on 15^th May 2018 and 9^th March 2018 respectively.

Mr.G.Arunmozhi has been appointed as Company Secretary and Compliance Officer w.e.f 15^th May 2018.

23. Auditors

(a). Statutory Auditors

At the 13^th Annual General Meeting (AGM), M/s.SRSV & Associates, Chartered Accountants, were appointed as statutory auditors of the Company for a period of 5 years and they will hold office until the conclusion of 18^th AGM as per Section 139 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014. M/s.SRSV & Associates, Chartered Accountants, Chennai have also confirmed that the appointment is within the limits as specified under the Companies Act, 2013. Consequent to the amendment made in the provisions of Section 139 of the Act, the ratification of statutory auditors'' appointment at the ensuing AGM does not arise.

(b). Cost Auditor and Cost Audit Report

The Company had appointed Mr.J.Karthikeyan, Cost Accountant as Cost Auditor of the Company for the financial year 2017-18 to carry out necessary cost audit in respect of manufacturing activities of the Company such as speciality chemicals division, drums manufacturing division and Goodwill Governor Services division etc.

Pursuant to Section 148 of the Companies Act, 2013 read with the amended rules thereof, the Board of Directors on recommendation of the Audit Committee, appointed Mr.J.Karthikeyan, Cost Accountant, as Cost Auditor of the Company for the financial year 2018-19 and has recommended his remuneration to the shareholders for their ratification at the ensuing Annual General Meeting.

(c). Secretarial Auditor

The Company has appointed Mr.R.Kannan, Practicing Company Secretary to carry out necessary secretarial audit for the financial year 2018-19 as required under Section 204 of the Companies Act, 2013. As required under Section 204 of the Act, the Secretarial Audit Report issued by Mr.R.Kannan, Company Secretary in practice is given in the Annexure V.

(d). Internal Auditor

During the year, M/s.M.K.Dandeker & Co, Chartered Accountants, Chennai, who were appointed as Internal Auditors of the Company on 01^st June 2017, have conducted necessary internal audit of the functions and activities of the Company, as required under Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014. Since the aforesaid Internal Auditors have expressed their inability to continue to act as Internal Auditors for the upcoming financial year, the Board at its meeting held on 15^th May 2018, has appointed M/s.Sundar Srini & Sridhar Chartered Accountants, as new Internal Auditors of the Company in the place of outgoing auditors for the financial year 2018-19.

24. Internal Control System

A strong and robust internal control system is in place in the Company with appropriate policies and procedures to ensure reliability of financial reporting, timely feedback on the achievement of operational and strategic goals, compliance with policies, procedures, rules and regulations, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and economical and efficient use of resources. The internal auditors appointed by the Company continuously monitor the effectiveness of internal controls. Audits are conducted on an ongoing basis and significant deviations are brought to the notice of the Audit Committee and the corrective action is recommended for implementation. All these measures facilitate timely detection of any irregularities and early remedial steps. The audit committee approves the audit plan and the audit plan is reviewed annually. Further, the Audit Committee also reviews the quarterly reports submitted by the Internal Auditors.

25. Fixed Deposit

The Company has not invited or accepted any deposits during the year.

26. Dematerialization of Equity Shares

As at 31^st March 2018, 3,82,14,905 equity shares representing 96.57% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.

27. Subsidiary & Associate Companies

In continuation of the proposal to acquire 100% equity capital of Danish Steel Cluster Private Ltd (Danish Steel), the Company has acquired the balance 40% of the equity capital of Danish Steel and completed the transaction during the year 2017-18. Consequent to the above acquisition, Danish Steel has become a 100% subsidiary of your Company with effect from 28^th December 2017. Pursuant to Section 136 of the Companies Act, 2013 which has given exemption from attaching the annual reports of subsidiary companies along with the annual report of the Company, the copies of balance sheet, profit and loss account, report of Directors & Auditors and other related information of South India House Estates & Properties Ltd, Wilson Cables Private Ltd, Danish Steel Cluster Private Ltd (Subsidiary Companies) and EDAC Automation Ltd (Associate Company) are not attached with this annual report. However, a statement containing the salient features of the financial statements of the aforesaid Subsidiary Companies for the year ended 31^st March 2018 is attached with the consolidated accounts section.

The Company shall make available the annual accounts of the aforesaid subsidiary Companies and Associate Company to the shareholders of the Company upon their request. The annual accounts of the said subsidiary Companies and Associate Company shall also be kept available for inspection by any member at the Registered office of the Company.

In accordance with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the Subsidiaries and Associate is attached in Form AOC-1 as separate Annexure.

28. Consolidated Financial Statements

In accordance with Indian Accounting Standard (Ind AS) 110 of Institute of Chartered Accountants of India and Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the consolidated financial statements are prepared by the Company. The audited consolidated financial statements together with auditors'' report for the financial year ended 31^st March 2018 are attached with this annual report. In terms of the explanations given in Ind AS 28, the financial statement of Associate Company namely EDAC Automation Ltd, wherein the Company holds 49.99% equity stake, has not been taken into account for consolidation as the Company has no significant influence over the aforesaid Associate Company.

Acknowledgement

Your Directors take this opportunity to express their gratitude to Company''s Bankers, NBFCs, Customers, Suppliers, Govt. Departments and other business associates for their unstinted support extended to the Company. Your Directors wish to place on record, their appreciation of the efficient and dedicated services rendered by the employees at all levels across the Company. We are sincerely grateful to all the shareholders for their confidence, faith and support in the endeavours of the Company.

For and on behalf of the Board

Place : Chennai Ashwin C Muthiah

Date : 15^th May, 2018 Chairman

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Mar 31, 2017

The Directors are pleased to present the 13^th Annual Report and the Audited Financial Statements of the Company for the year ended 31^st March 2017.

FINANCIAL RESULTS

Financial performance of the Company for the year ended 31^st March 2017 is summarized below:

(Rs. in Lakhs)

	Year ended 31s1 March 2017	Year ended 31st March 2016
Revenue from operations	56,057	45,086
Other Income	1,031	1458
Total Revenue	57,088	46,544
Profit before Finance Cost, Depreciation and Tax	1,529	1431
Less: Finance Cost	616	567
Less: Depreciation	160	261
Profit before Tax	753	603
Less: Provision for Tax	9	(117)
Profit after Tax	744	720
Add: Balance in Profit and Loss Account	5,557	5,123
Amount available for Appropriations	6,301	5,843
Appropriations
General Reserve	Nil	Nil
Dividend on Equity Shares	238	238
Tax on Dividend	48	48
Balance carried to the Balance Sheet	6015	5,557
Earnings per share (EPS) (in Rs.)	1.88	1.82

REVIEW OF OPERATIONS

Building Materials Division

The Building Materials division being one of early entrants into the business has a rich legacy of being in the business for over seven decades. Since then, this division has been partnering with some of the best brands in trading and marketing of building material like Tata Steel, JSW, Jindal, Apollo, SAIL, in steel segment; Dalmia and Chettinad in Cement; Jain, Supreme and Ajay in PVC category and Finolex Cables as major sourcing channels amongst many others. During the year, a challenging economic scenario prevailed in the country adversely affecting the steel and construction sectors. Realty sector faced one of the toughest times with poor off take from consumers. The glut in steel imports distorted the domestic steel industry Business. This division achieved a total turnover of Rs.50,203 Lakhs and earned a net profit of Rs.748 Lakhs against previous year turnover of Rs.39,811 Lakhs and a net profit of Rs.338 lakhs. Sales substantially increased due to the constant innovative ideas and efforts from the sales team, close monitoring of the business process by management coupled with addition of new customers and expansion to new markets. The Company is planning to expand the business operations beyond the conventional range by adding various product portfolios and catering to a wider customer base in the existing markets.

Power & Control Systems (Formerly Goodwill Governor Services) Division

The Governor Services division has established a strong reputation as the exclusive authorised service provider for Woodward Governors. With enormous experience and expertise spanning over two decades, this division commands the reputation of a reliable supplier in the market. This is an ISO 9001 - 2008 certified division of Sicagen. This division caters to a variety of customers spread majorly in oil refineries, shipping, sugar and fertilizer segments. Major threat emanated from OEM suppliers, Government policy on Public sector spends, Capex Allocation of funds by corporate. The year 2016-17 witnessed many challenges in revenue generation with repeated deferment of orders by Public Sector companies. Revenue of the division during the year under review was Rs.2,776 lakhs and net profit was Rs.332 lakhs as compared to sales of Rs.2,562 Lakhs and net profit of Rs.381 Lakhs in the previous year. This division is expanding into other products to focus into new products where our expertise can be utilized and into new markets to explore more business.

Specialty Chemicals Division

Specialty Chemicals division has improved its turnover substantially to Rs.514 Lakhs and earned a net profit of Rs.92 Lakhs this year as compared to turnover of Rs.302 Lakhs and a net profit of Rs.53 Lakhs in 2015-16. During the year, this division extended its operations to trading some of the related products. Also, operations from northern India were strengthened further with some orders from sugar manufacturing companies. This division is looking forward with concrete plans to explore into many areas in order to diversify its operations catering to the wide customer base. During the year, this division inaugurated Water Science Laboratory to utilize technological advancements and scientific analysis of various raw materials. An R & D laboratory was also established for detailed analysis of its own manufactured products as well as other products to meet the customers'' requirements.

Industrial Packaging (Formerly Beta Industries) Division

During the year, this division has recovered from a bout of poor turnover of earlier year. Volatile steel prices, challenging economic scenario, liquidity crisis, truncated fruit pulp season and intense competition from unorganized businesses posed a great threat to this division. This division has carried out automation of many of the processes to improve quality, reduce delivery time and increase productivity. Turnover for the year stood at Rs.2,256 Lakhs as compared to Rs.2,182 Lakhs in 201516. The net profit of this division could not be sustained at high levels despite many cost reduction measures and higher productivity due to severe competition. This division registered a net profit of Rs.150 Lakhs for the year 2016-17 as against Rs.162 Lakhs in the previous year 2015

16. During the year, the division has bagged contracts from HPCL and Hindustan Colas qualifying in tenders. Products of this division are certified under BIS

ACQUISITION

During the year 2016-17, your Company, as part of comprehensive strategy to focus on key areas, has acquired 60% equity capital of M/s.Danish Steel Cluster Private Ltd (Danish Steel), a Bangalore based manufacturing Company which specializes in precision fabrication of steel, carbon steel, mild steel and Aluminum. Consequent to the above acquisition, Danish Steel has become a subsidiary of your Company w.e.f 22nd November 2016. The acquisition of remaining 40% of equity stake from the promoters of Danish Steel would be accomplished in a phased manner. Your Company is expecting that this acquisition will propel the Company to capitalise on the opportunities in steel and metal fabrication business and also provide significant long term benefits.

DIVIDEND

Your directors are pleased to recommend a dividend of Rs.0.60 per equity share (6% on equity capital of the Company) for the financial year 2016-17 despite a very challenging year with poor economic recovery, volatility in raw material prices and liquidity crisis. Total dividend is Rs.238 Lakhs and dividend distribution tax amounts to Rs.48 lakhs. The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date fixed by the Board.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has complied with requirements and the details of which are disclosed hereunder.

1. Extract of Annual Return

The details forming part of the extract of the Annual Return is enclosed in Annexure-I.

2. Number of Board Meetings

The Board of Directors met 5 (five) times in the year 2016-17. The details of the Board meetings and the attendance of the Directors are given in the Corporate Governance Report.

3. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors report that:

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2017 and of the profit & loss account of the Company for year ended on that date.

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

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

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and effective.

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

4. Statement on declaration given by Independent Directors

The Company maintains the requisite number of Independent Directors as required under Section 149(4) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in sub-Section(6) of Section 149 of the Act.

5. Remuneration Policy

The Company follows a policy on remuneration of Directors, Key Managerial Personnel and Senior Management employees including criteria for determining qualification, positive attributes and independence of Directors. The following is the Remuneration Policy for Directors:

i. For Executive Directors

The remuneration of the Whole Time Directors shall comprise of a fixed component and a performance linked pay, as may be fixed by the Nomination and Remuneration Committee and subsequently approved by the Board of Directors and Members. Performance Linked Pay shall be payable based on the performance of the individual and the Company during the year. Remuneration trend in the industry and in the region, academic background, qualifications, experience and contribution of the individual are to be considered in fixing the remuneration. These Directors are not eligible to receive sitting fees for attending the meetings of the Board and Committees.

ii. For Non-Executive Directors

The Non-Executive Directors will be paid sitting fees for attending the Board and Committee Meetings as per the stipulations in the Act, and the Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee. Different scales of sitting fee may be fixed for each category of Directors and type of meeting. However, the fees payable to the Independent Directors and Women Directors shall not be lower than the fee payable to other categories of directors. In addition to this, the travel and other expenses incurred for attending the meetings are to be met by the Company.

The Company shall have no other pecuniary relationship or transactions with any Non-Executive Directors.

6. Explanation of Board on qualification of Statutory Auditors & Secretarial Auditor, if any

During the year ended 31st March 2017, there was no qualification, reservation or adverse remark made by the statutory auditor on the financial statements of the company and by the Practicing Company Secretary in their respective reports.

7. Particulars of loans, guarantees or investments given or made by the Company

During the year 2016-17, the Company has not given any loan to any person/other body corporate except loans to parties covered in the register maintained under section 189 of the Companies Act, 2013 or given any guarantee or provided security in connection with a loan to any person/body corporate. During the year 2016-17, the Company has invested in the equity capital of M/s.Danish Steel Cluster Private Ltd., Bengaluru.

8. Related Party Transactions

The related party transactions entered into with related parties are on arm''s length basis and in compliance with the applicable provisions of the companies act and the listing agreement. There are no materially significant related party transactions made by the company with promoters, directors or key managerial personnel etc., which may have potential conflict of interest with the interest of the company at large.

The related party transactions were placed before the Audit Committee and the Board specifying the nature, value and terms and conditions of the transactions. In principle approval is obtained for the transactions which are foreseen and are, repetitive in nature.

9. Amount transferred or proposed to transfer to any reserves

The Company has not transferred or proposed to transfer any amount to any reserves as there is no requirement to transfer such amount as required under the Companies Act, 2013.

10. Material changes and commitments, if any, affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the company between the end of the financial year on 31^st March 2017 and the date of this report.

11. Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo

Particulars required to be disclosed under Section 134 of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure II, which forms part of this Report.

12. Risk Management Committee

The Company has constituted a Risk Management Committee which comprises of two Directors, finance head and operations heads as members for implementing, monitoring and reviewing of risk management plan periodically. The Committee constituted by the Company has been delegated with powers to oversee the risk management process, risk identification, effective implementation of mitigation plan and risk reporting.

13. Composition of Audit Committee

During the year, the Board has reconstituted the Audit Committee. The Committee now comprises of Mr.B.Narendran, as Chairman and Mr.Sunil Deshmukh, Mr.Harish Chandra Chawla and Ms.Sashikala Srikanth as members. More details on the Audit Committee are given in the Corporate Governance Report.

14. Evaluation of Board

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Schedule IV of the Act and also in line with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Independent Directors of the Company met on 20^th March 2017 without the attendance of Non-Independent Directors and Members of Management and reviewed the performance of Non-Independent Directors and the Board as a whole. They also reviewed the performance of the Chairperson.

Evaluation of the Board was carried out through a structured evaluation process covering various aspects of the Board''s functioning such as composition of the Board & committees, competencies, duties and responsibilities, attendance, value of contribution made to the Company''s progress etc.

15. Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has to spend at least 2% of last three years of its average profit before tax for carrying out appropriate CSR activities as referred under Schedule VII of the Act. The Company has constituted a CSR Committee and framed a policy for implementation of CSR initiatives.

The Company is a member of a Not-For-Profit Company formed under Section 8 of the Companies Act, 2013 to carry out necessary CSR activities in the ensuing years.

A report on CSR activities forming part of this report is attached herewith as Annexure III.

16. Vigil Mechanism

Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013 read with the Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for its directors and employees to report their grievances or genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct. In order to prevent fraudulent activities and also to ensure a corruption free work environment, a detailed Whistle Blower policy has been laid down by the Board. Brief details of the Whistle Blower policy are given in the Corporate Governance Report.

17. Internal Complaints Committee

The Company has constituted an Internal Complaints Committee to prevent and prohibit any form of sexual harassment at workplace and provide redressal for woman employees as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

18. Particulars required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), (2) & (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014

The particulars required under Section 197(12) read with Rule 5(1), (2) & (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV & V, and form part of this Report.

19. Corporate Governance Report

A Report on Corporate Governance as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of this Annual Report. The requisite certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as required under the above Regulation is attached to this Report.

20. Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached along with this report.

21. Directors

Mr.Sunil Deshmukh, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-election.

Ms.Rita Chandrasekar was appointed as an additional Director of the Company with effect from 28^th June 2017. As per the provisions of Section 161 of the Companies Act, 2013 (Act), Ms.Rita Chandrasekar shall hold office as Director only upto the date of this Annual General Meeting. The Board has also recommended the appointment of Ms.Rita Chandrasekar as Independent Director (Nonexecutive),who meets the criteria of independence as provided in Section 145 of the Companies Act, 2013 for shareholders'' approval at the ensuing Annual General Meeting. Subject to approval of the shareholders, the aforesaid Director shall hold office as Independent Director for a period of 5 years w.e.f 28^th June 2017.

Mr.Shridhar Gogte, who is presently in the whole time employment of the Company and acting as Vice President Operations, was appointed as an additional Director of the Company and inducted as Whole Time Director of the Company with effect from 28^th June 2017. As per the provisions of Section 161 of the Companies Act 2013, Mr.Shridhar Gogte shall hold office as Director only upto the date of this Annual General Meeting. Subject to approval of the shareholders, the aforesaid Director shall hold office as Whole Time Director for a period of 2 years w.e.f 28^th June 2017.

22. Auditors

(a) Statutory Auditors

At the 10^th AGM, M/s.CNGSN & Associates LLP, Chartered Accountants, were appointed as statutory auditors of the Company for a period of 3 years and they will hold office until the conclusion of 13^th AGM as per Section 139 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules 2014. Since the term of appointment of the aforesaid Auditors comes to an end, the Board of Directors, based on the recommendation of Audit Committee, has considered to appoint M/s.SRSV & Associates, Chartered Accountants, Chennai as the new statutory auditors of the Company for a period of 5 years and recommended the appointment for shareholders’ approval at the ensuing Annual General Meeting and subject to approval of the shareholders, the aforesaid new Auditors shall hold office from the conclusion of the 13^th AGM until the conclusion of 18^th AGM.

M/s.SRSV & Associates, Chartered Accountants, Chennai has consented to act as the new Statutory Auditors of the Company and also confirmed that the appointment shall be within the limits as specified under the Companies Act 2013, if appointed.

(b) Cost Auditor and Cost Audit Report

The Company had appointed Mr.J.Karthikeyan, Cost Accountant as Cost Auditor of the Company for the financial year 2016-17 to carry out necessary cost audit in respect of manufacturing activities of the Company such as specialty chemicals division, industrial packaging division, power & control systems division etc.

Pursuant to Section 148 of the Companies Act, 2013 read with the amended rules thereof, the Board of Directors on recommendation of the Audit Committee, appointed Mr.J.Karthikeyan, Cost Accountant, as Cost Auditor of the Company for the financial year 2017-18 and have recommended his remuneration to the shareholders for their ratification at the ensuing Annual General Meeting

(c) Secretarial Auditor

The Company has appointed Mr.R.Kannan, Practicing Company Secretary to carry out necessary secretarial audit for the financial year 2017-18 as required under Section 204 of the Companies Act, 2013.

(d) Internal Auditor

M/s.M.K.Dandeker & Co, Chartered Accountants, Chennai were appointed as Internal Auditors on 01^st June 2016 to conduct necessary internal audit of the functions and activities of the Company, as required under Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014.The Board has approved the renewal of their appointment for a further period of one year with effect from 01^st June 2017.

23. Internal Control System

A strong and robust internal control system is in place in the Company with appropriate policies and procedures to ensure reliability of financial reporting, timely feedback on the achievement of operational and strategic goals, compliance with policies, procedures, rules and regulations, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and economical and efficient use of resources. The internal auditors appointed by the Company continuously monitor the effectiveness of internal controls. Audits are conducted on an ongoing basis and significant deviations are brought to the notice of the Audit Committee and corrective action is recommended for implementation. All these measures facilitate timely detection of any irregularities and early remedial steps. The audit committee approves the audit plan and audit plan is reviewed annually. Further, the Audit Committee also reviews the quarterly reports submitted by internal auditors.

24. Fixed Deposits

The Company has not invited or accepted any deposits during the year.

25. Dematerialization of Equity Shares

As at 31^st March 2017, 3,81,96,749 equity shares representing 96.53% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.

26. Subsidiary & Associate Companies

In terms of general permission granted by the Central Government earlier, vide its circular dated 08^th February 2011 and also pursuant to Section 136 of the Companies Act, 2013 which has given exemption from attaching the annual reports of subsidiary companies along with the annual report of the Company, the copies of balance sheet, profit and loss account, report of Directors & Auditors and other related information of South India House Estates & Properties Limited, Wilson Cables Private Limited, Danish Steel Cluster Private Limited (Subsidiary Companies) and EDAC Automation Limited (Associate Company) are not attached with this annual report. However, a statement containing the salient features of the financial statements of the aforesaid Subsidiary Companies for the year ended 31^st March 2017 is attached with the consolidated accounts section.

The Company shall make available the annual accounts of the aforesaid subsidiary Companies and Associate Company to the shareholders of the Company upon their request. The annual accounts of the said subsidiary Companies and Associate Company shall also be kept available for inspection by any member at the Registered office of the Company.

In accordance with Accounting Standard 23 of Institute of Chartered Accountants of India and Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the consolidated financial statements are prepared by the Company. The audited consolidated financial statements together with auditors'' report for the financial year ended 31^st March 2017 are attached with this annual report. In terms of the explanations given in Accounting Standard-23(5), the financial statement of Associate Company namely EDAC Automation Ltd, wherein the Company holds 49.99% equity stake, has not been taken into account for consolidation as the Company has no significant influence over the aforesaid Associate Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their gratitude to Company''s Bankers, NBFCs, Customers, Suppliers, Government Departments and other business associates for their continuous support extended to the Company. Your Directors wish to place on record, their appreciation of the efficient and dedicated services rendered by the employees at all levels across the Company. We are sincerely grateful to all the shareholders for their confidence, faith and support in the endeavours of the Company.

For and on behalf of the Board

Place : Chennai Ashwin C Muthiah

Date : 28^th June 2017 Chairman

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 11th Annual Report and the Audited Accounts of the Company for the financial year ended 31st March 2015.

FINANCIAL RESULTS

Financial performance of the Company for the year ended 31st March 2015 is summarized below: (Rs.in Lakhs) Year ended Year ended Particulars 31st March 2015 31st March 2014

Revenue from operations 61184 67639

Other Income 1387 2497

Total Revenue 62571 70136

Profit before Finance Cost, Depreciation and Tax 1675 3037

Less: Finance Cost 689 928

Less: Depreciation 403 391

Profit before Tax 583 1718

Less: Provision for Tax 67 (9)

Profit after Tax 516 1727

Add: Exceptional Items (net of tax) (213) (641)

Profit after Tax & Exceptional items 303 1086

Add: Balance in Profit and Loss Account 5106 4388

Amount available for Appropriations 5409 5474 Appropriations

General Reserve -- --

Dividend on Equity shares 238 317

Tax on Dividend 48 51

Balance carried to the Balance Sheet 5123 5106

Earnings per share (EPS) in 0.77 2.74

REVIEW OF OPERATIONS

During the year under review the Company's total turnover was Rs. 62,571.40 Lakhs when compared to Rs. 70,136.21 Lakhs in 2013-14. Profit before tax was Rs. 583.80 lakhs as against Rs.1717.65 Lakhs in the previous year.

Building Materials

During the year, this division has achieved a total turnover of Rs. 41,786.10 Lakhs and earned a net profit of Rs.80.47 Lakhs against Rs. 37,000.56 Lakhs and Rs. 279.65 Lakhs respectively in 2013-14. This division improved sales revenue in 2014-15 considerably by 12.9% although recessionary trends prevailed in all commercial/industrial sectors and continued pressure on selling price including steel and construction related industries due to economic slowdown in 2014-15. The Company is planning to expand the business operation further beyond the existing range by catering to a wide customer base and increasing various product portfolios. As a result, the Company, during the year 2014-15, has entered into a new dealership arrangement with DANUBE for marketing the international standard sanitary products & CP fittings and opened new showrooms for distribution of DANUBE products at Eranakulam, Kerala and Chennai, Tamil Nadu.

Commercial Vehicles

The total turnover of this division was Rs. 12,630.39 Lakhs for the year 2014-15 as against Rs.24,642.23 Lakhs in the previous year. During the year under review, this division has posted a net loss of Rs. 92.62 Lakhs as compared to net profit of Rs. 332.62 Lakhs in the previous year.

A steep decline in sales of commercial vehicles was due to various factors such as economic slowdown, lower demand, increase in competition, interest rates etc, as a result of which the performance of this division has significantly affected for the past two years. Moreover, the operational expenditure for running commercial vehicles division especially maintenance of showrooms and service stations are high due to increase in both administrative as well as interest costs, which could not sustain the adequate profit margin. Under the current scenario and tough market condition during 2014-15, the Company, as part of re-structuring and re-organizing of trading and manufacturing activities and to facilitate the future growth of business, has discontinued its commercial vehicle operation, surrendered the trade license and decided not to renew the dealership agreement with Tata Motors Ltd, as it was not yielding expected return on investments.

Governor Services

The division continued to perform well and the revenue of the division during the year under review was Rs.2710.37 Lakhs as compared to Rs. 2478.88 Lakhs in the previous year and the net profit was Rs. 439.27 Lakhs when compared to Rs. 423.20 Lakhs in the previous year. During the year, this division has executed two major Retrofit orders under Micronet platform for Rashtriya Chemical & Fertilizers and GMR Energy. This division has also signed as authorized distributor for SIEMENS for handling their large Motor drives including HT in Tamilnadu in the year 2014-15.

Speciality Chemicals

The Company's Speciality Chemicals division has posted a total turnover of Rs. 486.08 Lakhs and earned a net profit of Rs. 137.71 Lakhs this year as compared to Rs. 345.53 Lakhs and Rs. 74.23 Lakhs respectively in 2013-14. During the year, this division has bagged new contracts valuing Rs. 53.58 Lakhs from power generation corporations such as NLC, APGENCO for supply of CWT (Cooling Water Treatment) chemicals and boiler chemicals. A contract for supply of CWT to ONGC was completed and new orders were also obtained during the year 2014-15. This division has produced and sold 321.45 MT of CWT chemicals valuing Rs. 468.43 Lakhs this year which represents 68% increase in sales of CWT as compared to previous year.

Drums

During the year, the drums manufacturing division has posted a total turnover of Rs. 3638.67 Lakhs as compared to Rs.3097.06 Lakhs in 2013-14. The net profit of this division was Rs.89.11 Lakhs as against Rs. 237.10 Lakhs in the previous year. The decline in profit was due to reduction in selling price on tough competition. This division has executed a total sales volume of 2,82,412 barrels during 2014-15 as compared to 2,31,309 barrels in 2013-14. This division has bagged new orders from Kothari Petrochemicals, Tectyl Oil India, Jain irrigation and BPCL.

Boat Building

This division has not posted any operational income during

the year 2014-15 due to lack of new orders for boat building from BEML. There is a delay in receipt of new orders from Indian Army. This division expects new orders from BEML in the ensuing financial years for which discussions with the customers are going on to bag the contract.

DIVIDEND

Your directors have recommended a dividend of Re.0.60 per equity share (6% on equity capital of the Company) for the financial year 2014-15. Total dividend is Rs. 237.43 Lakhs and dividend distribution tax of Rs.48 lakhs. The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date fixed by the Board.

Disclosures under the Companies Act, 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has complied with requirements and the details of which are disclosed hereunder.

1. Extract of Annual Return

The details forming part of the extract of the Annual Return is enclosed in Annexure-I.

2. Number of Board Meetings

The Board of Directors met 6 (six) times in the year 2014-15. The details of the Board meetings and the attendance of the Directors are given in the corporate governance report.

3. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors report that :

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) they have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent

so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit & loss account of the Company for year ended on that date.

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

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

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

4. Statement on declaration given by Independent Directors

The Company maintains the requisite number of Independent Directors as required under Section 149(4) of the Companies Act, 2013 and Clause 49 of the Listing agreement. The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in sub-Section(6) of the Act.

5. Remuneration Policy

The Company follows a policy on remuneration of Directors, Key Managerial Personnel and Senior Management employees including criteria for determining qualification, positive attributes and independence of Directors. The Company has framed a new employee manual and policy which primarily focuses on all the employees of management and non-management cadre to provide a competitive and attractive remuneration and to retain, protect and

develop competent personnel. The pay package shall be based on the roles and responsibilities and shall consist in addition to the fixed remuneration motivating payments like performance pay, leave travel allowance, education allowance, special allowance, medical reimbursement, personal accident Insurance etc. The remuneration payable to Executive Directors and sitting fee payable to Non-Executive Directors shall be decided by the Board from time to time and it shall be subject to the provisions of Companies Act, 2013.

6. Explanation of Board on qualification of statutory auditors & secretarial auditor, if any

During the year ended 31st March 2015, there is no qualification, reservation or adverse remark made by the statutory auditor and by the practicing Company secretary in their respective reports.

7. Particulars of loans, guarantees or investments given or made by the Company

During the year 2014-15, the Company has not given any loan to any person/other body corporate or given any guarantee or provided security in connection with a loan to any person/body corporate or made any investments in other body corporate.

8. Related Party Transactions

The related party transactions entered into with related parties are on arm's length basis and are in compliance with the applicable provisions of the Companies Act and the listing agreement. There are no materially significant related party transactions made by the Company with promoters, directors or key managerial personnel etc which may have potential conflict of interest of the Company at large.

The related party transactions are placed before the Audit committee and the Board specifying the nature, value and terms and conditions of the transactions. In principal approval is obtained for the transactions which are foreseen and repetitive in nature.

9. Amount transferred or proposed to transfer to any reserves

The Company has not transferred or proposed to transfer any amount to any reserves as there is no necessity to transfer such amount as required under the Companies Act, 2013.

10. Material changes and commitments, if any, affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year 31st March 2015 and the date of this report.

11. The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars required under Section 134 of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure II, which forms part of this Report.

12. Risk Management Committee

The Company has constituted a Risk Management Committee which comprises of two Directors, finance head and operation heads as members for implementing, monitoring and reviewing of risk management plan periodically. The Committee constituted by the Company has been delegated with powers to oversee the risk management process, risk identification, effective implementation of mitigation plan and risk reporting.

13. Composition of Audit Committee

The Board has constituted an Independent Audit Committee which comprises of Mr.B.Narendran, as Chairman and Mr.Sunil Deshmukh, Mr.Harish Chandra Chawla, Mrs.Sashikala Srikanth and Mr.Devidas Mali as members. More details on the Audit Committee are given in the corporate governance report.

14. Evaluation of Board

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Schedule IV of the Act and also in line with Clause 49 of the Listing agreement, the Independent Directors of the Company without the attendance of Non- Independent Directors and members of management met on 24.03.2015 and reviewed the performance of non- independent Directors and the Board as a whole. They also reviewed the performance of the Chairperson.

The evaluation of the Board was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, competencies, duties and responsibilities, attendance, valuable contribution given to the best of Company's progress etc.

15. Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has to spend at least 2% of last three years of its average net profit for carrying out necessary CSR activities as referred under Schedule VII of the Act. The Company has constituted a CSR Committee and framed a policy for implementation of CSR initiatives, which has been posted on the Company's website.

During the year, the Company has donated a new TATA Winger vehicle to Lions Club, SPIC Nagar, Tuticorin to enable them to carry out mobile heath service in rural areas. The Company is also in the process of forming a new Company under Section 8 of the Companies Act, 2013 by participating with other likeminded persons/ companies to carry out necessary CSR activities in the ensuing years. A report on CSR activities forming part of this report is attached herewith as separate Annexure III.

16. Vigil Mechanism

Pursuant to the provisions of Section 177 (9) of the Companies Act, 1956 read with the Rule 7 of the

Companies (Meetings of Board and its powers) Rules, 2014 and Clasue 49 of the Listing agreement, the Company has established a vigil mechanism for its directors and employees to report their grievances or genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. In order to avoid fraudulent activities and also to ensure a corruption free work environment, a detailed Whistle Blower policy has been laid down by the Board, which has been posted on the Company's website.

17. Internal Complaints Committee

The Company has constituted an Internal Complaints Committee to prevent and prohibit from any sexual harassment at workplace and provide redressal for woman employees as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Committee constituted by the Board has laid down a policy under the aforesaid Act and acts in accordance with the terms of reference framed therewith.

18. The particulars required under Section 197(12) read with Rule 5(1),(2) & (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014

The particulars required under Section 197(12) read with Rule 5(1),(2) & (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV & V, which form part of this Report.

19. Corporate Governance Report

A Report on Corporate Governance as stipulated under Clause 49 of the Listing agreement forms part of this Annual Report. The requisite certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

20. Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is attached along with this report.

21. Directors

Mr.Dhananjay N Mungale resigned from the Board on 11.08.2014. The Board appreciated the valuable advice and guidance given by Mr.Dhananjay N Mungale during his tenure as Director.

Mr.Sunil Deshmukh, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself, for re-election.

At the Board meeting held on 11.08.2014, Mrs.Sashikala Srikanth was appointed as Independent Director. As per the provisions of Sec.149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, she will hold office for a period of 5 years w.e.f 11.08.2014 and shall not retire by rotation as the relevant provisions of Section 152 of the said Act are not applicable.

The aforesaid Independent Director has given declaration to the Company as required under Section 149(7) of the Companies Act, 2013. A brief profile of Mrs.Sashikala Srikanth is given in the notice to the shareholders. Pursuant to the provisions of Section 150 of the said Act, the appointment of above director shall be placed for approval of shareholders at the ensuing Annual General Meeting as required under Section 150 of the said Act.

22. Auditors

a) Statutory Auditors

At the 10th AGM, M/s.CNGSN & Associates LLP, Chartered Accountants, were appointed as statutory auditors of the Company for a period of 3 years and they will hold office until the conclusion of 13th AGM as per Section 139 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules 2014. The Board of Directors, based on the recommendation of Audit Committee, have appointed and fixed the remuneration payable to the aforesaid statutory auditors for the financial year 2015-16. Pursuant to the provisions of above referred Section, the said appointment shall be subject to ratification of the shareholders at the ensuing Annual General Meeting.

The aforesaid auditors have consented to act as statutory auditors and issued a confirmation certifying their eligibility as required under Section 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014.

b) Cost Auditor and Cost Audit Report

The Company appointed Mr.J.Karthikeyan, Cost Accountant as Cost Auditor of the Company for the financial year 2014-15 to carry out necessary cost audit in respect of manufacturing activities of the Company such as speciality chemicals, drums, governor services etc. Although the appointment of Cost Auditor for the financial year 2014-15 is not applicable, the Company continued to utilize his service to carry out necessary cost audit as part of implementation of good corporate governance.

Pursuant to Section 148 of the Companies Act, 2013 read with the amended rules thereof, the Board of Directors on recommendation of the Audit Committee appointed MrJ.Karthikeyan, Cost accountant, as Cost Auditor of the Company for the financial year 2015-16 and recommended their remuneration to the shareholders for their ratification at the ensuing Annual General Meeting.

c) Secretarial Auditor

The Company has appointed Mr.R.Kannan, Practicing Company Secretary to carry out necessary secretarial audit as required under Section 204 of the Companies Act, 2013. The report of the secretarial auditor is annexed to this report as Annexure VI.

d) Internal Auditor

M/s.M.K.Dandeker & Co, Chartered Accountants, Chennai were appointed as Internal Auditors for a period of 2 years w.e.f 01.06.2013 to conduct necessary internal audit of the functions and activities of the Company. In order to comply with provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014, the Company continued to utilize the service of the Internal Auditors for which the Board

has approved for renewal of appointment for the further period of 1 year with effect from 01.07.2015.

23. Internal Control System

A strong internal control system is formulated in the Company to ensure reliability of financial reporting, timely feedback on the achievement of operational and strategic goals, compliance with policies, procedures, rules and regulations safeguarding of assets and economical and efficient use of resources.

The internal auditors appointed by the Company continuously monitor the effectiveness of internal controls. The scope of internal audit activity is well defined in the letter of appointment of internal auditors. The audit committee met regularly and reviewed the reports of internal audit submitted by the internal auditor.

24. Fixed Deposit

The Company has not invited or accepted any deposits during the year.

25. Dematerialization of Equity Shares

As at 31st March 2015, 3,81,53,626 equity shares representing 96.42% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.

26. Subsidiary & Associate Companies

In terms of general permission granted by the Central

Government earlier, vide its circular dated 08.02.2011 and also pursuant to Section 136 of the Companies Act, 2013 which has given exemption from attaching the annual reports of subsidiary Company along with the annual report of the Company, the copies of balance sheet, profit and loss account, report of Directors & Auditors and other related information of M/s.South India House Estates & Properties Ltd, M/s.Wilson Cables Private Ltd (Subsidiary Companies) and M/s.Edac Automation Ltd (Associate Company) are not attached with this annual report. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of Subsidiaries Companies and Associate Company (in Form AOC-1) is attached to the Financial Statement.

The Company shall make available the annual accounts of the aforesaid subsidiary Companies to the shareholders of the Company upon their request. The annual accounts of the said subsidiary Companies shall also be kept available for inspection by any member at the Registered/ Corporate office of the Company.

27. Consolidated Financial Statements

In accordance with Accounting Standard 21 of Institute of Chartered Accountants of India and Clause 32 of the Listing Agreement, the consolidated financial statements are prepared by the Company. The audited consolidated financial statements together with auditors' report for the financial year ended 31st March 2015 are attached with this annual report.

Acknowledgement

Your Directors take this opportunity to express their gratitude to Company's Bankers, NBFCs, Customers, Suppliers, Govt. Departments and other business associates for their unstinted support extended to the Company. Your Directors wish to place on record, their appreciation of the efficient and dedicated services rendered by the employees at all levels across the Company. We are sincerely grateful to all the shareholders for their confidence, faith and support in the endeavours of the Company.

For and on behalf of the Board Place: Chennai Ashwin C Muthiah Date: 31.07. 2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 10th Annual Report and the Audited Accounts of the Company for the financial year ended 31st March 2014.

PERFORMANCE OF THE COMPANY

FINANCIAL RESULTS

Financial performance of the Company for the year ended 31st March 2014 is summarized below:

(Rs. in Lakhs) Year ended Year ended 31st March 2014 31st March 2013

Revenue from operations 67639 88148

Other Income 2497 802

Total Revenue 70136 89220

Profit before Finance Cost, 3037 3562 Depreciation and Tax

Less: Finance Cost 928 1091

Less: Depreciation 391 222

Profit before Tax 1718 2249

Less: Provision for Tax (9) 751

Profit after Tax 1727 1498

Add: Exceptional Items (net of tax) (641) (168)

Profit after Tax & Exceptional items 1086 1330

Add: Balance in Profit and Loss Account 4388 3518

Amount available for Appropriations 5474 4848 Appropriations

General Reserve - -

Dividend on Equity shares 317 396

Tax on Dividend 51 64

Balance carried to the Balance Sheet 5106 4388

Earnings per share (EPS) in Rs. 2.74 3.36

REVIEW OF OPERATIONS

Due to continued economic decline, slow growth in all industrial sectors and rising inflation, the overall operational performance of the Company was not as expected during the year. During the year under review, the Company has posted a total revenue of Rs.70,136 Lakhs and profit before tax of Rs.1,718 Lakhs when compared to Rs.89,220 Lakhs and Rs.2,249 Lakhs respectively in 2012-13. The overall operational performance of various divisions of the Company is given below.

Building Material

During the year, the Building Material division of the Company has posted a total turnover of Rs.37,000.56 Lakhs and earned a net profit of Rs.279.65 Lakhs as against Rs.42,792.36 Lakhs and Rs.578.57 Lakhs respectively in 2012-13. The performance of sale of building materials was down due to recessionary trends prevailed in all steel and construction related industries. Sluggish demand on construction materials and downfall in real estate business had drastically affected the division''s overall sales in 2013-14.

Commercial Vehicles

The revenue of Commercial Vehicles division for the year 2013-14 was Rs.24,642.23 Lakhs compared to Rs. 37,911.13 Lakhs and the net profit was Rs.332.62 Lakhs compared to Rs.624.12 Lakhs in previous year. During the year, the economic slowdown stretched to all types of commercial vehicles segment and hence this division too suffered on account of sluggish market condition. The sales target of mid size commercial vehicles could not be achieved in the second half of the year and this has impacted the division''s performance. This division has sold 4704 units which include all premium range of vehicles and supply of Tata buses to the Govt. of Tamilnadu continued as per the order received by the Company. This division has been awarded in recognition of being "Best dealer in Tamilnadu for Tata venture sales" in 2013-14.

Governor Services

Governor Services division has posted a total revenue of Rs.2478.88 Lakhs and earned a net profit of Rs.423.20 Lakhs compared to Rs.2,334.20 Lakhs and Rs.444.27 Lakhs respectively last year. The division has received award from RCF, Govt of India in recognition of excellent services provided to them. This division has also been awarded by NORGREN as overall best performing distributor.

Speciality Chemicals

The Company''s Speciality Chemicals division has posted a total turnover of Rs.345.44 Lakhs and earned a net profit of Rs.74.23 Lakhs this year. During the year, this division has bagged 1 year contract valuing Rs.45 Lakhs from power generation corporations for supply of cooling water treatment and boiler chemicals. This division has produced 234 MT of chemicals and supplied to various industries like fertilizers, petrochemicals, refineries etc.

Drums & Barrels

During the year, the Drums Manufacturing division has posted a total turnover of Rs.3,097.06 Lakhs and earned a net profit of Rs.236.44 Lakhs compared to Rs.3,085.96 Lakhs and Rs.203.85 Lakhs respectively in the previous year. This division has executed a total sales volume of 2,31,309 barrels in 2013-14.

Boat building

Total income of Boat Building division for the year 2013-14 is Rs.215.34 lakhs as against Rs.1,875.77 Lakhs in the previous year. During the year, this division has issued a credit note for Rs.641 Lakhs to BEML due to price escalation.

DIVIDEND

Your directors have recommended a dividend of Re.0.80 per equity share (8% on equity capital of the Company) for the financial year 2013-14. Total dividend is Rs.317 Lakhs (inclusive of dividend distribution tax of Rs.51 Lakhs). The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date fixed by the Board.

DIRECTORS

Mr.Ashwin C Muthiah and Mr.Sunil Deshmukh, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves, for re-election.

Mr.B.Narendran and Brig (Retd.) Harish Chandra Chawla are acting as Independent Directors on the Board in accordance with Clause 49 of the Listing Agreement. In order to bring their appointment as independent directors under Section 149 of the Companies Act, the Board, at its meeting held on 27.05.2014, appointed them as Independent Directors and they will hold office for a period of 5 years w.e.f 27.05.2014. According to the provisions of Section 150 of the said Act, the appointment of above directors shall be placed for approval of shareholders at the ensuing Annual General Meeting.

The aforesaid Independent Directors have given declaration to the Company as required under Section 149(b) of the Companies Act, 2013.

The Independent Directors appointed under Section 149 of the Companies Act, 2013 shall not retire by rotation as the relevant provisions of Section 152 of the said Act are not applicable to them.

AUDITORS

M/s.CNGSN & Associates, Chartered Accountants, statutory auditors of your Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment. Pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules 2014, the said auditors are eligible to hold office for a term up to 3 years. Subject to approval of shareholders at ensuing Annual General Meeting, the said auditors shall hold office for a term up to 3 years.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year.

DEMATERIALISATION OF EQUITY SHARES

As at 31st March 2014, 3,81,32,352 equity shares representing 96.36% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated under Clause 49 of the Listing agreement forms part of this Annual Report. The requisite certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is attached along with this report.

DIRECTORS RESPONSIBILITY STATEMENT

1) Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors report that :

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March 2014 and of the profit & loss account of the Company for year ended on that date.

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(d) t hey have prepared the annual accounts on a going concern basis.

2) The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Rules framed there under are given in Annexure I, which forms part of this Report.

3) The particulars required under Sec.217(2A) of the Companies Act, 1956 the Companies (Particulars of Employees) Rules 1975 are given in Annexure II, which forms part of this Report.

SUBSIDIARIES

In terms of general permission granted by the Central Government earlier, vide its circular dated 08.02.2011, under Section 212(8) of the Company Act 1956, copies of balance sheet, profit and loss account, report of Directors & Auditors and other related information of the subsidiary companies viz., South India House Estates & Properties Ltd and Wilson Cables Private Ltd, Singapore, have not been attached with this annual report.

However, the Company shall make available the annual accounts of the aforesaid subsidiary Companies to any member of the Company upon request. The annual accounts of the said subsidiary Companies shall also be kept available for inspection by any member at the Registered/Corporate office of the Company and that of the subsidiary companies concerned.

In accordance with Accounting Standard 21 of Institute of Chartered Accountants of India, the audited consolidated financial statement is attached with this annual report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their gratitude to Company''s Bankers, NBFCs, Customers, Suppliers, Govt. Departments and other business associates for their unstinted support extended to the Company. Your Directors wish to place on record, their appreciation of the efficient and dedicated services rendered by the employees at all levels throughout the Company. And we are sincerely grateful to all the shareholders for their confidence, faith and support in the endeavours of the Company.

For and on behalf of the Board Place : Chennai Ashwin C Muthiah Date : 27th May 2014 Chairman

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Mar 31, 2013

The Directors are pleased to present the 9th Annual Report and the Audited Accounts of the Company for the financial year ended 31st March 2013.

PERFORMANCE OF THE COMPANY FINANCIAL RESULTS

Financial performance of the Company for the year ended 31st March 2013 is summarized below:

(Rs. in Lakhs) Year ended Year ended 31st March 2013 31st March 2012

Revenue from operations 88418 93989

Other Income 802 323

Total Revenue 89220 94312

Profit before Finance Cost, Depreciation and Tax 3562 3125

Less: Finance Cost 1091 825

Less: Depreciation 222 205

Profit before Tax 2249 2095

Less: Provision for Tax 751 698

Profit after Tax 1498 1397

Add: Exceptional Items (Net of tax) (168) 554

Profit after Tax & Exceptional items 1330 1951

Add: Balance in Profit and Loss Account 3518 2127

Amount available for Appropriations 4848 4078

Appropriations

General Reserve 100

Dividend on Equity shares 396 396

Tax on Dividend 64 64

Balance carried to the Balance Sheet 4388 3518

Earnings per share (EPS) in Rs. 3.36 4.93



REVIEW OF OPERATIONS

During the year under review, the financial performance of the Company was not as expected due to general economic decline. For the current fiscal, the Company has posted operating and financial results with a total turn-over of Rs.89,220 Lakhs and a profit after tax of Rs.1,330 Lakhs when compared to Rs.94,312 Lakhs and Rs.1,951 Lakhs respectively in 2011-12.

Division wise operational performance of the Company is given below:-

Building Materials

During the year, this division has posted a total turn over of Rs.42,792.36 Lakhs and earned a net profit of Rs.578.57 Lakhs against Rs.43,118.02 Lakhs and Rs.921.47 Lakhs respectively in 2011-12. The dropdown in terms of sales and profits of this division in 2012-13 is due to recessionary trends prevailed in all commercial/ industrial sectors including steel and construction related industries in the current fiscal.

Commercial Vehicles

The revenue of commercial vehicles division for the year was Rs.37,911.13 Lakhs compared to Rs.43,460.23 Lakhs in 2011-12. The net profit was Rs.624.12 Lakhs compared to Rs.546.73 Lakhs in previous year. The dropdown in sales of commercial vehicles is due to general recessionary trends prevailed in the year 2012-13.

During the year under review, the total sales volume of this division was 7,833 units which include TATA premium range of vehicles such as Ace, HCVs, ICVs, LCVs, Super Ace etc. During the year, this division has executed an order for supply of 803 TATA buses to the Govt, of Tamilnadu.

Goodwill Governor Services

The division continued to perform well and the revenue of this division during the year under review, was remarkable. Total income of this division was Rs.2,334.20 Lakhs as against Rs.1,999.88 Lakhs in the previous year and net profit was Rs.444.27 Lakhs compared to Rs.352.70 Lakhs last year.

Goodwill Engineering Works

During the year, this division has successfully delivered 34 Motor tug launches to BEML. Total income of this division was Rs.1,875.77 Lakhs as against Rs.1,030.86 Lakhs in the previous year and net profit was Rs.783.08 Lakhs compared to Rs.337.27 Lakhs last year. This division reached its budgeted sales level.

Speciality Chemicals

The Company''s Speciality Chemicals division has performed well during the year and this division has achieved an increased total turn-over of Rs.480.72 Lakhs and earned a impressive net profit of Rs.116.28 Lakhs as against a turn-over of Rs.399.59 Lakhs and net profit of Rs.47.54 Lakhs during the previous year.

This division has bagged 1 year contract from Andhra Pradesh Power Generation Corporation Ltd for supply of CWT Chemicals and bagged order from Madras Fertilizers Ltd for supply of Boiler Chemicals during the year.

Drums & Barrels

During the year, this division has produced 2.32 Lakhs barrels and achieved a total turn-over of Rs.3,471.22 Lakhs and net income of Rs.203.85 Lakhs as compared to a total turn-over of Rs.4,208.80 Lakhs and net income of Rs.369.75 Lakhs last year.

DIVIDEND

Your directors have recommended a dividend of Rea- per equity share (10% on equity capital of the Company) for the financial year 2012-13. Total dividend is Rs.460 Lakhs (inclusive of dividend distribution tax of Rs.64 Lakhs). The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date fixed by the Board.

DIRECTORS

Mr.B.Narendran and Mr.Sunil Deshmukh, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves, for re-election.

Mr.Dhananjay N Mungale was appointed as additional Director into the Board on 03.08.2012 and he shall hold office upto the date of ensuing Annual General Meeting and is eligible for re-appointment.

Mr.Ashwin C Muthiah, Brig (Retd.) Harish Chandra Chawla and Mr.Devidas Mali were appointed as additional Directors into the Board on 10.12.2012 and they shall hold office upto the date of ensuing Annual General Meeting and they are eligible for re-appointment.

Mr.Devidas Mali was appointed as COO & Whole Time Director of the Company for a period of 3 years w.e.f. 11.12.2012 and his terms of appointment shall be subject to the approval of shareholders at the ensuing Annual General Meeting.

Dr.RM.Krishnan resigned from the Board on 10.12.2012.

Mr.R.Sivagurunathan, resigned from the position of Whole Time Director and he was relieved from the services of the Company at the closure of office hours on 10.12.2012.

AUDITORS

M/s.CNGSN & Associates, Chartered Accountants, statutory auditors of your Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year.

CHANGE IN CORPORATE OFFICE ADDRESS

During the year, the Company has changed its corporate office to new premises located at 4th Floor, SPIC House, No.88, Mount Road, Guindy, Chennai-600032.

DEMATERIALISATION OF EQUITY SHARES

As at 31st March 2013, 3,80,73,848 equity shares representing 96.21% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated under Clause 49 of the Listing agreement forms part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is attached along with this report.

DIRECTORS RESPONSIBILITY STATEMENT

1) Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors report that:

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March 2013 and of the Profit & Loss Account of the Company for year ended on that date.

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

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

2) The particulars required under Section 217(1 )(e) of the Companies Act, 1956, read with the Rules framed there under are given in Annexure I, which forms part of this Report.

3) The particulars required under Section 217(2A) of the Companies Act, 1956 the Companies (Particulars of Employees) Rules, 1975 are given in Annexure II, which forms part of this Report.

SUBSIDIARIES

In terms of general permission granted by the Central Government, vide its circular dated 08.02.2011, under Section 212(8) of the Company Act 1956, copies of Balance Sheet, Profit and Loss Account, Report of Directors & Auditors and other related information of the subsidiary Companies viz., South India House Estates & Properties Ltd and Wilson Cables Private Ltd, Singapore, have not been attached with this annual report.

However, the Company shall make available the annual accounts of the aforesaid subsidiary Companies to any member of the Company upon request. The annual accounts of the said subsidiary Companies shall also be kept available for inspection by any member at the Registered/Corporate office of the Company and that of the subsidiary Companies concerned.

In accordance with Accounting Standard 21 of Institute of Chartered Accountants of India, the audited Consolidated Financial Statement is attached with this annual report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to the Banks, Customers, Suppliers, Government Departments, Local Authorities and other Business Associates for their continued support extended to the Company.

We would also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every employee of Sicagen.

And we are sincerely grateful to all the shareholders for their confidence, faith and support in the endeavours of the Company.

For and on behalf of the Board

Place : Chennai Ashwin C Muthiah

Date :8th May 2013 Chairman

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Mar 31, 2012

The Directors are pleased to present the 8th Annual Report and the Audited Accounts of the Company for the financial year ended 31 March 2012.

PERFORMANCE OF THE COMPANY FINANCIAL RESULTS

Financial performance of the Company for the year ended March 31, 2012 is summarized below:

(in Rs Lakh) Year ended Year ended 31 March 2012 31 March 2011

Revenue

Continuing Operations 90911 77565

Discontinuing Operations 3401 2072

Total Revenue 94312 79637

Profit before Finance Cost, Depreciation and Tax 3124 2476

Less: Finance Cost 825 467

Less: Depreciation 205 177

Profit before Tax 2094 1832

Less: Provision for Tax 698 590

Profit after Tax 1396 1242

Add: Exceptional Items (net of tax) 554 1204

Profit after Tax & Exceptional items 1950 2446

Add: Balance in Profit and Loss Account 2127 241

Amount available for Appropriations 4077 2687

Appropriations

General Reserve 100 100

Dividend on Equity shares 396 396

Tax on Dividend 64 64

Balance carried to the Balance Sheet 3517 2127

Earnings per share (EPS) in Rs 4.93 6.18

REVIEW OF OPERATIONS

2011 -12 was a challenging year and despite rising inflation, intense competition in the market and increase in interest rates the Company performed reasonably well, the highlights are given below:

Highest ever Turnover and Highest ever Profit after Tax.

Total Revenue increased by 18% to Rs 94312 lakhs.

Revenue Continuing Operations increased by 1 7% to Rs 90911 lakhs.

Revenue Discontinuing Operation increased by 64% to Rs 3401 lakhs.

Profit before Finance cost, depreciation and tax increased by 26% to Rs 3125 lakhs.

Profit before tax increased by 14% to Rs 2094 lakhs.

Profit after tax increased by 12% to Rs 1396 lakhs.

Profit after tax and exceptional items was Rs 1950 lakhs.

OPERATIONAL HIGHLIGHTS

First State Of Art Platinum setup in the country was opened at Ambattur, Chennai primarily catering to all types of Tata Motors SCV servicing requirements by a full range dealer.

, Achieved all time high sales of ACE both in Tanjore & Chennai - 51 50 Numbers in the TATA Motors small commercial vehicles goods category.

Successfully delivered 22 Motor Tug Launches to BEML during this year.

Obtained Boiler Tube Distributorship for Tamilnadu & Kerala from M/s Tata Steels.

Executed retrofit order for governor received from Reliance Industries Ltd valued at Rs 1.90 lakhs.

Bagged a 3 year contract from ONCC. Uran for Supply of Chemicals and servicing of cooling water treatment plant.

Obtained CRISIL BBB /Stable rating during this year.

RECLASSIFICATION OF BUSINESS OPERATIONS

During the year 2008, your Directors had decided as a part of the restructuring plan to concentrate only on key areas of interest and the non-core businesses i.e., Goodwill Governor Services, Goodwill Engineering Works, Speciality Chemicals and Goodwill Travels were classified as Discontinuing Operations.

Since then the Company's remaining non-core businesses have grown progressively and the revenue and profits from these business operations have considerably increased. The future operational feasibilities of these businesses are looking good, hence reclassification of these businesses from Discontinuing to Continuing Operations would be more beneficial to the Company.

The Board of Directors have approved reclassification of Goodwill Governor Services, Goodwill Engineering Works and Speciality Chemicals as Continuing Operations from the financial year 2012-1 3.

DIVIDEND

Your directors have recommended a dividend of Re 1 per equity share (10% on equity capital of the Company) for the financial year 2011-12. Total dividend is Rs 460 lakhs (inclusive of tax of Rs 64 lakhs). The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date fixed by the Board.

DIRECTORS

Mr B Narendran, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself, for re-election.

Mr R Narayanasamy resigned from the Board on 23.08.2011.

Mr K K Rajagopalan was appointed as additional Director into the Board on 23.08.2011 and resigned from the Board on 06.10.201 1.

Mr S Arumugam, Managing Director resigned on 23.08.2011 and he was relieved from the services of the Company effective on 06.1 0.2011.

Dr RM Krishnan, Mr R Sivagurunathan and Mr Sunil Deshmukh were appointed as additional Directors of the Company with effect from 23.08.2011, 06.10.2011 and 06.02.2012 respectively and they shall hold office up to the date of ensuing Annual General Meeting and are eligible for re-appointment.

Mr R Sivagurunathan was appointed as Whole Time Director of the Company with the designation as CEO for a period of 3 years w.e.f., 06.10.2011 and his terms of appointment shall be subject to the approval of shareholders at the ensuing Annual General Meeting.

AUDITORS

M/s CNGSN & Associates, Chartered Accountants, statutory auditors of your Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year.

DEMATERIALISATION OF EQUITY SHARES

As at 31 March 2012, 3,80,52,935 equity shares representing 96.16% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated under Clause 49 of the Listing agreement forms part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is attached along with this report.

DIRECTORS RESPONSIBILITY STATEMENT

1 Pursuant to Section 21 7(2AA) of the Companies Act, 1956, the Board of Directors report that:

a in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b they have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31 March 2012 and of the profit & loss account of the Company for year ended on that date.

c they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

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

2 The particulars required under Section 217(1 )(e) of the Companies Act, 1956, read with the Rules framed there under are given in Annexure I, which forms part of this Report.

3 As per the recent amendment made by the Central Govt, in the Companies (Particulars of Employees) Rules 1975, a statement giving particulars under Sec.21 7(2A) of the Companies Act, 1956 and required to be included in the Directors' Report is not applicable, as no employee of the Company was in the receipt of remuneration exceeding the limits prescribed therein.

SUBSIDIARIES

Wilson Cables Private Ltd, Singapore has become a wholly owned subsidiary of your Company effective from 01.04.2011 on account of acquisition of its 100% equity capital.

In terms of general permission granted by the Central Government, vide its circular dated 08.02.2011, under Section 212(8) of the Company Act 1956, copies of balance sheet, profit and loss account, report of Directors & Auditors and other related information of the subsidiary companies viz., South India House Estates & Properties Ltd and Wilson Cables Private Ltd, Singapore, have not been attached with this annual report.

However, the Company shall make available the annual accounts of the aforesaid subsidiary Companies to any member of the Company upon request. The annual accounts of the said subsidiary Companies shall also be kept available for inspection by any member at the Registered/Corporate office of the Company and that of the subsidiary companies concerned.

In accordance with Accounting Standard 21 of Institute of Chartered Accountants of India, the audited consolidated financial statement is attached with this annual report.

ACKNOWLEDGEMENT

Your Directors are thankful to each and every stakeholder for their faith and support in the endeavors of the Company.

The Board places on record their appreciation for the support received from its Customers, Bankers, Suppliers and all other Business Associates.

The continued dedication and commitment shown by the employees deserve special mention.

For and on behalf of the Board

B Narendran

Chairman of the Board

Place Chennai

Date 28 May 2012

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Mar 31, 2011

Dear Members,

The Directors are pleased to present the 7th Annual Report and the Audited Accounts of the Company for the financial year ended 31 March 2011.

PERFORMANCE OF THE COMPANY

FINANCIAL RESULTS

Financial performance of the Company for the year ended 31 March 2011 is summarized below:

(in Rs Lakh)

Year ended Year ended 31 March 2011 31 March 2010

Income 80018.87 51858.80

Profit before Interest, Depreciation and Tax 2439.08 1388.48

Less: Interest 429.70 263.31

Less: Depreciation 176.75 170.66

Profit before Tax 1832.63 954.51

Less: Provision for Tax 589.93 244.90

Profit after Tax 1242.70 709.61

Add: Exceptional Items (net of tax) 1203.66 22.80

Profit after Tax & Exceptional items 2446.36 732.41

Add: Balance in Profit and Loss Account 240.59 (491.82)

Amount available for Appropriations 2686.95 240.59 Appropriations

General Reserve 100.00 -

Dividend on Equity shares 395.72 -

Tax on Dividend 64.19 -

Balance carried to the Balance Sheet 2127.04 240.59

Earnings per share (EPS) in Rs. 6.18 1.85

REVIEW OF OPERATIONS

Highest ever Turnover and Highest ever Profit after Tax. Income increased by 54% to Rs. 80018.87 lakhs. PBDIT increased by 76% to Rs.2439.08 lakhs. Profit before tax increased by 92% to Rs.1832.63 lakhs. Profit after tax increased by 75% to Rs.1242.70 lakhs. Profit after tax and exceptional items was Rs.2446.36 lakhs.

Summary of Division-wise Operational Performance is given below:

(in Rs Lakh)

Year ended Year ended 31 March 2011 31 March 2010 Income Profit Income Profit

Building Materials 35452.85 889.84 27116.11 576.16

Commercial Vehicles 37906.81 495.56 19692.83 161.85 Goodwill Governor Services 1622.92 312.50 1115.18 196.28

Drum Manufacturing 4050.59 540.49 3338.91 533.19

Speciality Chemicals 269.94 45.34 142.42 16.89

Goodwill Engineering Works 196.27 41.04 - (33.25)

Rs. Achieved milestone sales of 7778 commercial vehicles in 2010-11. Received awards from Tata Motors at the Southern dealers conference for the best performance in Magic and ICV for Chennai and for the best debutant dealer for Tanjore. We can also proudly say that it is we who pioneered the initiative for the success of "Magic" vehicles in Chennai.

Rs. Signed Dealership MOU for TMT rebars with M/s Steel Mart India,the Indian marketing wing for M/s Arcelor Mittal.

Rs. Stockistship obtained from M/S Chettinad Cements to deal in various grades of cement in Tamilnadu & Kerala.

Rs. Entered into Distributorship Agreement with Zenith Pipes for Kerala & Tamilnadu.

Rs. Obtained Distributorship of Supreme PVC Pipes in Orissa & Goa.

Rs. Norgren has extended Distributorship for their power sector products to 6 more states in the Northern region.

DIVIDEND

Your directors have recommended a maiden dividend of Re.1/- per equity share (10% on equity capital of the Company) for the financial year 2010-11. Total dividend is Rs. 395.72 lakhs. Dividend including tax as a % of profit after tax is 37%. The dividend shall be paid to the eligible shareholders whose names appear in the Register of Members as on the record date fixed by the Board.

DIRECTORS

Mr B Narendran, Director of the Company, retires by rotation at this Annual General Meeting and being eligible, offers himself, for re-election.

AUDITORS

M/s CNGSN & Associates, Chartered Accountants, statutory auditors of your Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year.

DEMATERIALISATION OF EQUITY SHARES

As at 31 March 2011, 36855684 equity shares representing 93.14% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated under Clause 49 of the Listing agreement forms part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is attached along with this report.

DIRECTORS' RESPONSIBILITY STATEMENT

1 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors report that:

a in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b they have selected such accounting policies and applied them consistently and made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31 March 2011 and of the profit & loss account of the Company for year ended on that date.

c they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

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

2 The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Rules framed there under are given in Annexure I, which forms part of this Report.

3 As per the recent amendment made by the Central Govt. in the Companies (Particulars of employees) rules 1975, a statement giving particulars under Sec.217 (2A) of the Companies Act, 1956 and required to be included in the Directors' Report is not applicable, as no employee of the Company was in the receipt of remuneration exceeding the limits prescribed therein.

SUBSIDIARIES

In terms of general permission granted by the Central Government, vide its circular dated 08.02.2011, under

Section 212(8) of the Company Act 1956, copy of balance sheet, profit and loss account, report of Directors & Auditors and other related information of the subsidiary company viz., South India House Estates & Properties Ltd, has not been attached with this annual report. However, the Company shall make available the annual accounts of the aforesaid subsidiary Company to any member of the Company upon request. The annual accounts of the said subsidiary shall also be kept available for inspection by any member at the Registered/Corporate office of the Company and that of the subsidiary Company concerned.

In accordance with Accounting Standard 21 of Institute of Chartered Accountants of India, the audited consolidated financial statement is attached with this annual report.

During the year, your Company has divested its investment held in SDB Cisco (India) Ltd on 09.08.2010 and as a result, SDB Cisco (India) Ltd and its subsidiary viz., Modern Protection & Investigations Ltd, ceased to be the subsidiaries of your Company with effect from 09.08.2010.

At the end of the financial year, your Company has entered into a share purchase agreement (SPA) for acquisition of 100% equity capital of M/s Wilson Cables Private Ltd (WCPL), Singapore. As per the terms of the said SPA, your Company has remitted a sum of USD 10.006 million towards the payment of purchase consideration and WCPL has become a 100% subsidiary of your Company effective from 01.04.2011.

ACKNOWLEDGEMENT

Your Directors are thankful to each and every stakeholder for their faith and support in the endeavours of the Company.

We acknowledge with deep gratitude the support received from our Customers, Bankers, Suppliers and all other Business Associates.

Your Directors also wish to express their appreciation to all the employees of the Company for their contribution and hard work and without their commitment and hard work the Company's growth and performance would not have been possible.

For and on behalf of the Board S Arumugam

Chairman of the Board

Place: Chennai Date : 27 May 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 6th Annual Report together with the Audited Accounts of the Company for the year ended 31 March 2010.

FINANCIAL RESULTS (in Rs Lakh)

Year ended Year ended 31 March 2010 31 March 2009

Net Income/Sales 51409.79 42147.78

Add :Other Operating Income 63.54 163.10

Less Operating Expenditure 50640.98 41692.37

Operating Profit 832.35 618.51

Add: Other Income 385.47 533.48

Less: Interest 263.31 120.30

Profit before Tax and Exceptional items 954.51 1031.69

Less: Exceptional Items (22.80) 613.53

Less: Provision for Tax 244.90 186.87

Profit after Tax & Exceptional items 732.41 231.29

Earnings per share (EPS) in Rs. 1.85 0.58

REVIEW OF OPERATIONS

The Companys Net Income/Sales in the current fiscal was Rs.51409.79 lakhs compared to Rs.42147.78 lakhs in 2008-09. Profit after tax was Rs.732.41 lakhs as against Rs.231.29 Lakhs in the previous year.

Operational performance division wise is given below:

Building Materials

Turn over for 2009-10 was Rs.27116.11 lakhs with a net profit of Rs.579.16 lakhs as against Rs.26682.59 lakhs and Rs.631.84 lakhs respectively in 2008-09. The performance was good considering the effects of the general slowdown in the economy in the first half of the current fiscal.

During this year the division has obtained Super Stockistship from M/s Tulsyan NEC Limited to market TMT rebars in the Union territory of Pondicherry & South Arcot District of Tamilnadu and Stockistship from M/s Dalmia Cements Bharat Ltd and M/s Madras Cements Ltd to deal in different grades of cement.

The division has also bagged the dealership from SAIL for four more locations namely Secunderabad, Salem, Erode and Palakkad in 2009-10.

Distributorship for Zenith Pipes in Karnataka and Distributorship for Zuari Cements in Tamilnadu was also obtained during the current fiscal.

This division was given the "Southern Star Project Team Award" by Tata Steel for 2009-10 performance.

Vehicles & Spares

Revenue for this division for the year was Rs. 19692.83 lakhs compared to Rs. 14284 lakhs in 2008-09. The profit before tax was Rs. 161.85 lakhs compared to Rs.161.82 lakhs in the previous year. The total sale of this division was 5109 numbers compared to 3202 numbers in the previous year. The division performed well despite the effects of the global downturn in the economy and paucity of funding by NBFCs during the first half of the current fiscal.

Goodwill Governor Services

Performance of this division was good and the revenue of the division during the year under review was Rs.111 5.18 lakhs compared to Rs.818.87 lakhs in the previous year and net profit was Rs.196.28 lakhs when compared to Rs.195.71 lakhs in the previous year.

One more Woodward Authorised service facility was set up at New Delhi in 2009-10.

Drums & Barrels

This division was acquired at the beginning of this year. The division manufactures drums and barrels that are used mainly for the transport of lubricant oil. hazardous and non-hazardous chemicals and pulp. This division has performed very well in the current fiscal. The division has done a sale of 280389 barrels with a turnover of Rs.3338.91 lakhs and a net profit of Rs.533.19 lakhs.

During the year, the division has bagged an order from BPCL for supply of 20 gauge plain barrels.

Speciality Chemicals

This division logged a turnover of Rs. 142.42 lakhs in 2009-10 as against a turnover of Rs.116.47 lakhs in 2008-09. Net Profit was Rs. 16.89 lakhs when compared to Rs.7.11 lakhs in the previous fiscal.

During this year the division executed its first export order to Jordan.

Goodwill Engineering Works

There are positive signs that the boat orders with BEML will be completed by the end of this year.

Discontinued Operations

Travels business was successfully hived off during the year.

DIVIDEND

With a view to conserve resources for future growth, the Board of Directors do not recommend any dividend for the year ended 31 March 2010.

DIRECTORS

S Arumugam who was appointed as Whole time Director with the designation of Director & CEO was re-designated as Managing Director with revised terms of appointment for a period of 2 years w.e.f 01.04.2010

R Narayanasamy Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible. offers himself for re-election.

AUDITORS

M/s CNCSN & Associates, Chartered Accountants, statutory auditors of your Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

The Company has not invited or accepted any deposits during the year.

DEMATERIALISATION OF EQUITY SHARES

3,67,87,554 equity shares representing 92.96% of the paid-up share capital of the Company has been dematerialized as on 31 March 2010. The shareholders holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with holding the share certificates in physical form.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated under Clause 49 of the Listing agreement forms part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion &. Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is attached along with this report.

DIRECTORS RESPONSIBILITY STATEMENT

1 Pursuant to Section 21 7(2AA) of the Companies Act, 1956, with respect to Directors responsibility statement, it is hereby confirmed that:

a in the preparation of the Annual Accounts for the year ended 31 March 2010, the applicable accounting standards have been followed. b that such accounting policies have been selected and applied consistently and have made judgments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31 March 2010 and of the profit & loss account of the Company for year ended on that date. c that 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.

d that the annual accounts for the year ended 31 March 2010 has been prepared on a going concern basis.

2 The particulars required under Section 21 7(1) (e) of the Companies Act, 1956, read with the Rules framed there under are given in Annexure I, which forms part of this Report.

3 The particulars required under Section 21 7(2A) of the Companies Act, 1956, read with the Rules framed there under are given in Annexure II, which forms part of this Report.

SUBSIDIARIES

Ministry of Corporate Affairs, Government of India has granted approval that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of Section212 of the Companies Act, 1956, shall not apply to the Company. Accordingly the Balance Sheet, Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available these documents/details upon request by any member of the Company and its subsidiaries interested in obtaining the same. The annual accounts of the subsidiary companies shall also be kept available for inspection at the Registered/Corporate Office of the company and that of the subsidiary companies concerned.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions laid down in Accounting Standard 21 of Institute of Chartered Accountants of India, the audited Consolidated Financial Statements are provided in the Annual report.

However as per the provisions of the above standard the Company has not taken into account the financial statement of its Subsidiary SDB Cisco (India) Ltd and its subsidiary Modern Protection & Investigations Ltd for consolidation as the relevant investment is held with an intention to sell/transfer or dispose of in the near future.

ACKNOWLEDGEMENT

On behalf of the Directors I wish to place on record our deep gratitude to our Shareholders, Customers, Bankers, Suppliers and all other Business Associates for the excellent support received from them during the year. Your Directors also recognize and appreciate the efforts and hard work of ail the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board Place Chennai S Arumugam

Date 29 May 2010 Chairman of the Board