Directors Report of Golkonda Engineering Enterprises Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS:

The performance during the period ended 31st March, 2015 has been as under:

(Amount in Rupees)

Current Year Previous Year Particulars 31-03-2015 31-03-2014

Revenue from Operations 58,14,10,784 75,65,42,726

Other Income 40,70,736 18,27,013

Total Revenue 58,54,81,520 75,83,69,739

Total Expenditure 58,28,00,302 75,53,94,439

Prior Period Adjustment 0 0

Profit / (loss) Before exceptional and extraordinary 26,81,218 29,75,300 items and Tax

Less: exceptional and extraordinary items 0 0

Profit/ ( loss) Before Taxation 26,81,218 29,75,300

Less: - Current Tax 5,40,000 5,50,648

- Tax adjustment relating to prior years - 26,87,911

- Deferred Tax (50,05,868) (42,74,549)

Profit / (loss) After Tax 71,47,086 40,11,290

During the year under review, the gross revenue of the Company decreased to Rs. 58,14,10,784 compared to Rs. 75,65,42,726 in the previous year. However, the Profit after tax for the year increased to Rs.71,47,086 compared to Rs. 40,11,290 in the previous year due to increase in other Income and decrease in expenses of the Company.

FUTURE OUTLOOK:

Your Directors have felt that the demand for the JFTC has been on downward trend and hence diversified using this present plant and machinery with the addition of balancing equipment to produce power and other allied cables to be marketed in India and also to be exported. And the results will be fully visible during the coming financial year.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments which affected the financial position of the Company.

THE STATE OF THE COMPANY AFFAIRS

The company manufactures all types of BSNL, Railway Cables and Power Cables. During the year the revenue from these operations was reduced due to slow market. However, the Company is making good effort to improve the state of affairs.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no contracts or arrangements made with the related parties as referred in Section 188 of the Act during the year. Therefore the disclosure in Form AOC-2 is not required.

DEPOSITS

Your Company has not accepted any deposits from the Public for the year under review under Chapter V of the Companies Act, 2013 and the rules made there under.

APPROPRIATIONS Transfer to Reserves

No amount of has been transferred to the Reserves during the financial year 2014-15.

Dividend

The company has not declared any dividend during the financial year under review.

Share Capital

During the year under review, the Authorised Share Capital of the company is Rs. 9,00,00,000/-divided into 90,00,000 equity shares of Rs.10/- (Rupees Ten) each.

The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2015 is Rs.41,447,700/- divided into 41,44,770 equity shares of Rs.10/- (Rupees Ten) each.

During the year under review, Mr. Kadakia Amish Bharat and Mrs. Meena Surana were appointed as additional directors of the company on 30.10.2014 and 26.03.2015 respectively.

Approval of the shareholders is being sought for re-appointment of Mr. Ravi who retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for reappointment in accordance with the Articles of Association and Companies Act, 2013.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section of this Annual Report. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

i. in the preparation of the annual accounts for the financial year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review.

iii. That the Directors had 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 for preventing and detecting fraud and other irregularities;

iv. That the Directors have prepared the accounts for the financial year ended 31st March 2015 on a ‘going concern'' basis.

v. That the Directors laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

vi. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively

MEETINGS OF THE BOARD

The Board of Directors duly met 8 times on 08.05.2014, 28.05.2014, 04.07.2014, 30.07.2014, 27.08.2014, 30.10.2014, 10.02.2015 and 30.03.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

AUDITORS:

Statutory Auditors

M/s. N.K. Jalan & Co (Firm Registration No. 104019W),Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 30.09.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting.

Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Secretarial Auditors

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Manoj Kumar Koyalkar of M/s. AGR Reddy & co., Company Secretaries, as secretarial auditors of the Company and Secretarial Audit Report submitted by them is enclosed as Annexure to this report.

REPLIES TO AUDITORS REPORT:

Auditors'' observations are suitably explained in notes to the Accounts and are self-explanatory.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Risk Management Policy in place in the company enables the company to proactively take care of the internal and external risks of the company and ensures smooth business operations.

The company''s risk management policy ensures that all its material risk exposures are properly covered, all compliance risks are covered and the company''s business growth and financial stability are assured. Board of Directors decide the policies and ensure their implementation to ensure protection of company from any type of risks.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC.:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows:

(A) Conservation Of Energy

(i) Energy conservation dictates how efficiently a company can conduct its operations. Our Company has recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has undertaken various energy efficient practices that have reduced the growth in carbon di-oxide (CO2 ) emissions and strengthened the Company''s commitment towards becoming an environment friendly organisation (ii) the steps taken by the company for utilizing alternate sources of energy;

(ii) No additional investments are made during the year under review;

(B) Technology absorption

Updation of Technology is a Continuous process, absorption implemented and adapted by the Company for innovation. Efforts are continuously made to develop new products required in the Engineering Industry & in the Oil and Gas Industry.

(C) Foreign exchange earnings and Outgo

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

Foreign Exchange Inflows: NIL

Foreign Exchange Outflows: US Dollars 39.98 Lakhs and EURO 1431 EXTRACT OF ANNUAL RETURN

The extract of Annual Return of the Company in Form No. MGT-9 for the year under report pursuant to Section 134(3) of the Companies Act, 2013 is given as an Annexure to this report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Even through this nonproduction period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

CORPORATE SOCIAL RESPONSIBILITY:

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company, yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

INTERNAL CONTROL SYSTEMS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company Auditor confirming compliance forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this report and the same is annexed.

ISO 9001- 2008 CERTIFICATION:

Your Company continues to hold ISO 9001 - 2008 Certification by meeting all the requirements of certification from time to time.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

Ratio of Remuneration of Each Director to the Median Remuneration of the Employees:

Mr. Gulabchand Pukhraj Surana : 6.25

Mr. Surana Dipin : 4.69

Mr. Ravi Surana Pukhraj : 4.69

Mrs. Meena Surana : 0

Mr. Kadakia Amish Bharat : 0

Mr. Siddarth Gothi : 0

Mr. Casula Raj Kumar : 0

Mr. Harakchand Gulabchand Dhoka : 0

The number of permanent Employees on roles of the Company : 55

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 : NIL

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of

The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal< Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15;

* No. of complaints received: - NIL -

* No. of complaints disposed off: - NIL -

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders, ofthe Company for their continued support.

By the order of the Board of Directors for Golkonda Engineering Enterprises Limited

Gulabchand Pukhraj Surana Surana Dipin Managing Director Director DIN: 01777675 DIN: 01777674 Date: 24/06/2015 Place: Secunderabad

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report of the Company together with the audited accounts for the period ended on 31.03.2012.

FINANCIAL RESULTS:

(Rs. In Lacs) Current Previous Year Year 31.03.2013 31.03.2012 Turnover

Indiginous 7192 5969

Other income 51 64

Expenditure 7115 5707

Profit/loss for the year 128 326

Prior period adjustments --- ---

Profit before taxation Less: Provision for deferred Taxation liability --- ---

Income Tax of earlier years --- ---

Profit/loss after tax 128 326

Add: Balance brought forward From previous year --- ---

Balance available for appropriation and carried forward to Balance Sheet.

PERFORMANCE:

Your Company has been able to achieve turnover of Rs. 7192 Lacs for the year under review as against Rs .5969 Lacs in the previous year. Your Company has obtained sufficient orders from BSNL and RAILWAYS to keep the operation going.

FUTURE OUTLOOK:

The Directors have felt that the demand for the CFTC has been on downward trend and hence divers if ied using this present Plant and machinery with the addition of balancing equipment to produce Power and other allied cables to be marketed in India and also to be exported. And the results will be fully visible during the coming Financial Year.

DIVIDEND:

In order to conserve the financial resources for the future operation and expansion of your company, the Directors regret their inability to recommend any Dividend for the year under review.

DEPOSITS:

The Company has not accepted any deposits from the public within in the meaning of section 58 A of Companies Act, 1956 during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of section 217(2 - AA) of the Companies Act, 1956, the Directors confirm that:

1. In preparation of accounts for the financial year ended 315t March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departure.

2. Directors have selected such accounting policies and applied them cons intently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review.

3. Directors 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 for preventing and detecting fraud and other irregularities.

4. Directors have prepared the accounts for the financial year ended 31st March 2013 on a going concern basis.

PERSONNEL:

Since no employee drew remuneration within the section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the information as required therein is not given.

DIRECTORS:

Shri RAVI SURANA retires by rotation at this Annual General Meeting and being eligible has offered himself for reappointment.

AUDITORS:

M/s G.Rammohan& Co., Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment.

STATUTORY INFORMATION:

Information on Conservation of Energy, Technology Absorption Foreign Exchange Earnings and out go required to be disclosed under section 217(1) (e) of the Companies Act, 1956,read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, are provided as an Annexure to this Report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude to our Bankers and other Central and State Government Departments and local authorities for their guidance and support. Your Directors wish to place on record their sincere appreciation of the untiring efforts and team spirit of all the staff and executives and the workmen of the Company.

FOR AND ON BEHALF OF THE BOARD For GOLKONDA ENGG. ENT. LTD

Sd/- G. P. SURANA MANAGING DIRECTOR

Date: 04-09-2013

Place: Secunderabad

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Mar 31, 2013

The Directors have pleasure in presenting the Twenty Seventh Annual Report of the Company together with the audited accounts for the period ended on 31.03.20 12.

FINANCIAL RE5ULT5: (Rs. In Lacs) Current Previous Year Year 31.03.2013 31.03.2012

Turnover

Indiginous 7192 5969

Other income 51 64

Expend iture 7115 5707

Profit/loss for the year 128 326

Prior period adjustments

Profit before taxation

Less: Provision for deferred Taxation liability Income Tax of earlier years

Profit/loss after tax 128 326

Add: Balance brought forward From previous year

Balance available for appro priation and carried forward to Balance Sheet.

PERFORMANCE:

Your Company has been able bo achieve turnover of Rs. 7192 Lacs for the year under review as against Rs.5969 Lacs in the previous year. Your Company has obtained sufficient orders from BSNL and RAILWAYS to keep the operation going.

FUTURE OUTLOOK:

Your Directors have felt that the demand for the JFTC has been on downward trend and hence divers if ied using this present Plant and machinery with the addition of balancing equipment to produce Power and other allied cables to be marketed in India and also to be exported. And the results will be fully visible during the coming Financial Year.

DIVIDEND:

In order to conserve the financial resources for the future operation and expansion of your company, your Directors regret their inability to recommend any Dividend for the year under review.

DEPOSITS:

The Company has not ace epted any deposits from the public within in the meaning of section 58 A of Companies Act. 1956 during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of section 217(2 - AA) of the Companies Act, 1956, the Directors confirm that:

1. In pr eparation of accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departure.

2. Directors have selected such accounting policies and applied them cons istently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review.

3. Directo rs 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 for preventing and detecting fraud and other irregularit ies.

4. Directors have prepared the accounts for the financial year ended 31 st March 2013 on a going concern basis.

PERSONNEL:

Since no employee drew remuneration within the section 217(2A) of the Companies Act, 1956 read with Companies (Particula rs of Employees) Rules, 1975, the information as required therein is not given.

DIRECTORS:

Shri RAVI SURANA retires by rotation at this Annual General Meeting and being eligible has offered himself for reappointment.

AUDITORS:

M/s G.RammohanS* Co., Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re- appointment.

STATUTORY INFORMATION:

Information on Conservation of Energy, Technology Absorption Foreign Exchange Earn ings and out go required to be uisclosed under section 217(1) (e) of the Companies Act 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, are provided as an Annexure to this Report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude to our Bankers and other Central and State Government Departments and local authorities for their guidance and support. Your Directors wish to place;on record their sincere appreciation of the untiring efforts and team spirit of all the staff and executives and the workmen of the Company.

FOR AND ON BEHALF OF THE BOARD

For GOLKONDA ENGG. ENT. LTD

Sd/-

Date : 04-09-2013 G. P. SURANA

Place: Secunderabad MANAGING DIRECTOR