Directors Report of Killick Nixon Ltd.

Mar 31, 2013

The Directors have pleasure in presenting their Annual Report together with the audited Statements of Account for the year ended 31st March, 2013:

PERFORMANCE OF THE COMPANY FINANCIAL RESULTS:

Previous Year

Rupees Rupees

Total Revenue from operations 50,833,923 58,640,949

Deducting therefrom :

Employee benefits expense 893,896 931,243

Finance costs 586,371 174,314

Depreciation and amortization expense 442,642 512,187

Other expenses 47,092,838 102,106,875

Total Expenses 49,015,747 103,724,619

Profit/(Loss) before exceptional and 1,818,176 (4,50,83,670) extraordinary items and tax

Less : Exceptional items 26,90,185

Operating Profit/ (Loss) for the year before 1,818,716 (42,393,485) tax

Less: Current Income Tax 430,800

Profit after tax 1,387,376 (42,393,485)

DIVIDEND:

In view of losses there is no recommendation for any Dividend.

OPERATIONAL VIEW

The Company has written-off the non-recoverables over the years which has resulted in the loss of the Company.

The Notes to the Accounts are fully self-explanatory, and the Director''s feel that no further clarification is required on the said Notes.

The Management is confident of turning around the Company in the next 5 to 7 years.

Inspite of payment by Decree Holder / Guarantor property attached by the Court. The matter is pending in the Supreme Court.

DIRECTORATE

Mr. T. B. Ruia retires by rotation and, being eligible offers himself for reappointment.

Mr. Arvind Kumar Gupta and Mr. Thretun B. Patel were appointed as additional Director at the Board Meeting held on 07.12.2012. The Company has received a notice u/s 257 of the Companies Act, 1956 in writing proposing the Candidature of Mr. Arvind Kumar Gupta and Mr. Thretun B. Patel as a Director of the Company.

During the year Mr. Ravi P. Agarwalla reigned as Director with effect from 10.12.2012 and Mr.Vijay Kumar Agarwalla resigned as Director with effect from 12.12.2012. Mr. J. B. Shah ceases to be Director of the Company with effect from 10th December 2012 due to his sad demise. The Company appreciates the services as a Director given by them.

LEGAL

The Company is already admitted under BIFR, Rehabilitation Scheme is pending due to various litigations with the Custodian and matter in High Court/ Supreme Court.

The Company''s appeal in Supreme Court against the appropriation of dues by the custodian under decree was ruled against the Company and the refund expected by the Company as reported earlier is now lost. The decrees are still not marked satisfied. Pending appeal of GTB (Oriental Bank of Commerce) against sale of buildings by the Special Court, the Company has made applications to Supreme Court for expeditious hearing and we expect a hearing soon.

SUBSIDIARIES:

Pursuant to Section 212 of the Companies Act, 1956, the Balance Sheet and Profit and Loss Account of the Subsidiary Companies together with the Directors and Auditors'' Report thereon are attached with the Annual Report of your Company.

Hon''ble Bombay High Court has passed the order of winding- up of one subsidiary Killick Air Couriers and Forwards Ltd. on 15.06.2012.

DEPOSITS:

During the year the Company did not invite any deposits from public.

PARTICULARS OF EMPLOYEES :

There were no employees drawing a remuneration exceeding Rs.60 Lakhs per annum when employed for the whole year or Rs.5 Lakhs per month when employed for part of the year and hence, no disclosure under Section 217(2A) of the Companies Act, 1956 is made.

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the

Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given below:

(A) Conservation of Energy: The Company does not have manufacturing activity. There are no specific areas, where energy conservation measures could be significantly undertaken. As an ongoing process efforts are made to conserve and optimize the use of the energy through improved operations and other means.

Disclosure of total energy consumption and energy consumption per unit of production as per Form A is not applicable to the Company.

(B) Technology absorption, adaptation & innovations: The Company did not have any Technical Collaboration arrangement in force during the year under review and therefore disclosure under Form B is not applicable.

(C) Foreign Exchange earnings and outgo: (i) Activities relating to exports etc: NIL (ii) Foreign exchange used and earned: NIL

REFERENCE TO B.I.F.R.

The Company has been declared a ''Sick Company'' under Section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) vide the order of BIFR dated 29-8-2006. BIFR has appointed IDBI as the Operating Agency to prepare a viability study report and revival scheme for the Company which is in progress. The Company is awaiting the final

Supreme Court orders in the Custodian matters.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm :

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

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

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

CORPORATE GOVERNANCE:

The information/details as required under the Corporate Governance Code is given in the Annexure and forms part of this Report.

AUDITORS

M/s. NBS & Co., Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting, and is eligible for re-appointment. The Company has received their consent under section 224 (1B) of the Companies Act, 1956 for such re-appointment.

AUDITORS'' REPORT:

The Directors have taken a note of the observations made by the Auditors in their report. In this connection attention is drawn to the relevant Notes to Accounts, which are self-explanatory.

ACKNOWLEDGEMENTS:

The Board records its appreciation for the support received from its Bankers, Customers, Suppliers, Government Authorities etc.

Registered Office: For and on behalf of the

Basement, Commercial Union House, Board of Directors

No.9, Wallace Street, Fort,

Mumbai- 400 001

Place : Mumbai T. B. RUIA

Dated : 02/09/2013 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting their Annual Report together with the audited Statements of Account for the year ended 31st March, 2010 :

PERFORMANCE OF THE COMPANY

FINANCIAL RESULTS:

Previous Year

Rupees Rupees Rupees Rupees

Total Income 42,404,969 45,173,043

(Loss)/Profit for the year ended 31st March, 2010 before providing for Interest, Depreciation and Doubtful Debts and Writing off Bad Debts and Advances amounts to (11,911,689) (24,962,562)

Deducting therefrom :

Bad debts and advances written off... - -

Interest 1,002,280 182,252

Depreciation (net) 597,258 539,045

Loss on sale of Investments - (1,599,538) 4,500,707 (5,222,004)

Total Expenses (13,511,227) (30184566)

Less : Provision for Taxation for prior years ... - 247,476

Deferred Tax for the year - -

Operating Profit/ (Loss) for the year amounts to (13,511,227) (30,432,042)

Dividend:

In view of huge losses during the current year, there is no recommendation for any Dividend.

OPERATIONAL VIEW

Depsite the downtrends, the Company is confident that the Companys Engineering Division can be reviewed and revive the Engineering Unit which would attract good response from the customers and in view of the present infrastructure projects coming up in India, the Company hopes to derive benefits once the litigation pending in the Supreme Court of the Custodian matters are resolved. The Management is trying its best to resolve matter in the circumstances and is burdened with heavy legal expenses. The litigation with the labour are going on, and pending in various Labour Courts. The Company is examining with its Auditors a proposal to merge aggregate/sell certain subsidiaries of the Company to remove the burden of the Company and realize some funds.

The Company has written-off the non-recoverables over the years which has resulted in a increase in the loss of the business.

The Notes to the Accounts are fully self-explanatory, and the Directors feel that no further clarification is required on the said Notes. The Management is confident of turning around the Company in the ext 5 to 7 years.

LEGAL

1) We have already admitted under BIFR now Rehabilitation Scheme is pending due to various litigations with the Custodian.

2) Our appeal in Supreme Court against the appropriation of dues under decree was ruled against us and the refund expected by the Company as reported earlier is now lost. The decrees are still not marked satisfied. Pending the appeal of GTB (Oriental Bank of Commerce) against sale of buildings by the Special Court, the Company has made expeditious applications in Supreme Court and we expect a hearing soon.

SUBSIDIARIES:

Pursuant to Section 212 of the Companies Act, 1956, the Balance Sheet and Profit and Loss Account of the Subsidiary Companies together with the Directors and Auditors Report thereon are attached with the Annual Report of your Company.

Deposits:

During the year the Company did not invite any deposits from public.

Statutory information/disclosures:

There were no employees drawing a remuneration exceeding Rs.24 Lakhs per annum when employed for the whole year or Rs.2 Lakhs per month when employed for part of the year and hence, no disclosure under Section 217(2A) of the Companies Act, 1956 is made. Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given below:

(A) Conservation of Energy: The Companys manufacturing operations require low Energy consumption and there are no specific areas, where energy conservation measures could be significantly undertaken. As an ongoing process efforts are made to conserve and optimize the use of the energy through improved operations and other means.

Disclosure of total energy consumption and energy consumption per unit of production as per Form A is not applicable to the Company.

(B) Technology absorption, adaptation & innovations: The Company did not have any Technical Collaboration arrangement in force during the year under review and therefore disclosure under Form B is not applicable.

(C) Foreign Exchange earnings and outgo: (i) Activities relating to exports etc:

Exports during the year were not significant but the Company hopes to improve the same.

(ii) Foreign exchange used and earned:

2009-10 2008-09 (Rupees)

(a) Used

Expenditure in Foreign Currency for - -

Traveling

(b) Earned

Export of goods on F.O.B. basis - -

Commission & other earnings - -



REFERENCE TO B.I.F.R.

The Company has been declared a "Sick Company" under Section 3(1 )(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) vide the order of BIFR dated 29-8-2006. BIFR has appointed IDBI as the Operating Agency to prepare a viability study report and revival scheme for the Company which is in progress and awaiting the final Supreme Court orders in the Custodian matters.

Directors Responsibility Statement pursuant to Section 217(2AA) of the Companies Act, 1956.

The Directors confirm :

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

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

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

Corporate Governance:

The information/details as required under the Corporate Governance Code is given in the Annexure and forms part of this Report.

Auditors

M/s. NBS & Co., Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting, and is eligible for re-appointment. The Company has received their consent under section 224 (1B) of the Companies Act, 1956 for such re-appointment.

Auditors Report:

The Directors have taken a note of the observations made by the Auditors in their report. In this connection attention, is drawn to the relevant Notes to Accounts, which are self-explanatory.

Acknowledgements:

The Board records its appreciation for the support received from its Bankers, Customers, Suppliers, Government Authorities etc.



For and on behalf of the

Board of Directors

Place : Mumbai T. B. RUIA

Dated : 1st September, 2010 Chairman

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Mar 31, 2009

The Directors have pleasure in presenting their Annual Report together with the audited Statements of Account for the year ended 31st March, 2009 :

PERFORMANCE OF THE COMPANY

FINANCIAL RESULTS:

Previous Year

Rupees Rupees Rupees Rupees

Total Income ...... ..... 45,173,043 56,061,628

(Loss)/Profit for the year ended 31st March,2009 before providing for Interest, Depreciation and Doubtful Debts and Writing off Bad Debts and Advances amounts to...... (24,962,562) (2,796,728)

Deducting therefrom:

Bad debts and advances written off... -- --

Interest ............... 182,252 400,163

Depreciation (net)............ 539,045 1,096,890

Loss on sale of Investments 4,500,707 (5,222,004) -- 1,497,053

Total Expenses (30184566) (41293,781)

Less : Provision for Taxation for prior years ... 247,476 442,170

Deferred Tax for the year Operating Profit/ (Loss) for the year amounts to (30,432,042) (4,735,951)

Dividend:

In view of huge losses during the current year, there is no recommendation for any Dividend.

OPERATIONAL VIEW

The delay in the Balance Sheet was explained by the Directors in the prior years. The Company now hopes to be regular in finalizing its Balance Sheet. Depsite the downtrends, the Company is confident that the Companys Engineering Division can be reviewed and revive the Engineering Unit which would attract good response from the customers, and in view of the huge infrastructure projects coming up in India, the Company hopes to derive benefits once the litigation pending in the Supreme Court of the Custodian matters are resolved. In the matters of the Custodian pending in the Supreme Court, the Company is eligible for refund with interest as all payments as claimed by the Custodian have been paid by the Company under protest.

The litigation with the labour are going on, and pending in various Labour Courts. The Company is examining with its Auditors a proposal to merge aggregate/sell certain subsidiaries of the Company to remove the burden of the Company.

The Company has written-off the non-recoverables over the years which has resulted in a increase in the loss of the business.

The Notes to the Accounts are fully self-explanatory, and the Directors feel that no further clarification is required on the said Notes.

The Management is confident of turning around the Company in the ext 5 to 7 years.

SUBSIDIARIES;

Pursuant to Section 212 of the Companies Act, 1956, the Balance Sheet and Profit and Loss Account of the Subsidiary Companies together with the Directors and Auditors Report thereon are attached with the Annual Report of your Company.

Deposits:

During the year the Company did not invite any deposits from public.

Statutory information/disclosures:

There were no employees drawing a remuneration exceeding Rs.24 Lakhs per annum when employed for the whole year or Rs.2 Lakhs per month when employed for part of the year and hence, no disclosure under Section 217(2A) of the Companies Act, 1956 is made.

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given below:

(A) Conservation of Energy: The Companys manufacturing operations require low Energy consumption and there are no specific areas, where energy conservation measures could be significantly undertaken. As an ongoing process efforts are made to conserve and optimize the use of the energy through improved operations and other means.

Disclosure of total energy consumption and energy consumption per unit of production as per Form A is not applicable to the Company.

(B) Technology absorption, adaptation & innovations: The Company did not have any Technical Collaboration arrangement in force during the year under review and therefore disclosure under Form B is not applicable.

REFERENCE TO B.I.F.R.

The Company has been declared a "Sick Company" under Section 3(1 )(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) vide the order of BIFR dated 29-8-2006. BIFR has appointed IDBI as the Operating Agency to prepare a viability study report and revival scheme for the Company which is in progress.

Directors Responsibility Statement pursuant to Section 217(2AA) of the Companies Act, 1956.

been followed along with proper explanation relating to material departures;

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

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

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

Corporate Governance:

The information/details as required under the Corporate Governance Code is given in the Annexure and forms part of this Report.

Auditors

In the extra-ordinary General Meeting of the Company held on 16th May 2008 NBS & Co. was appointed as the Statutory Auditors of the Company. They retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Auditors Report:

The Directors have taken a note of the observations made by the Auditors in their report. In this connection attention is drawn to the relevant Notes to Accounts, which are self-explanatory.

Personnel:

The relations with the employees remained harmonious during the year. Since the Company is making huge losses most of the personnel have been transferred to other group Companies to reduce the cost burden to the Company. Your Directors take this opportunity to place on record their appreciation for the valuable contributions made by the employees at all levels. Presently the Company has only 2(Two) staff on its roll.

Insurance:

All properties of the Company including Buildings, Plant & Machinery, and Stocks etc. are adequately insured.

Acknowledgements:

The Board records its appreciation for the support received from its Bankers, Customers, Suppliers, Government Authorities etc.

For and on behalf of the Board of Directors

Place : Mumbai T. B. RUIA

Dated : 9th April, 2010 Chairman