Directors Report of KND Engineering Technologies Ltd.

Mar 31, 2014

Dear Members,

The Company''s performances for the period under review was satisfactory considering the challenges and severe financial constraints, which is summarized below :

FINANCIAL RESULTS

Particulars Current Previous Year Year (Rs. In Lacs) (Rs. in Lacs)

Profit/(Loss) before Depreciation, Interest and Tax 816.24 807.62 Less: Depreciation 366.42 297.42

Profit/(Loss) before Interest & Tax 449.82 510.20

Less: Interest 236.86 238.19

Profit/(Loss) before Taxation 212.96 272.01

Add : Exceptional Items

1. Provision for Bad & Doubtful Debts 47.89 -

2. Provision for Diminution in Value of Shares 9.51 -

Less: MAT Credit - 31.59

Less : Deferred Tax 102.04 (73.30)

Less : Provision for Income tax 49.00 2.46

Profit/(Loss) after Taxation 119.32 311.26

PERFORMANCE

During the year under review, your company achieved a turnover of Rs 69.28 Crores as against Rs. 78.66 Crores in the preceding year, which shows the current trend in our sector of industry. The Company has registered a profit after tax of Rs 1.19 Crore as against profit of Rs 3.11 Crore in the previous year. The reserves & surplus come to Rs. 37.70 Crores which substantially increased the net worth of the company.

Your company have achieved a satisfactory turnover during the year, but the following constraints persist : Competition continues to be intense due to low entry barriers resulting in smaller players under-quoting to capture the small basket of projects. Further government inaction, delays in awarding projects, delays in clearances by various government agencies, bureaucratic apathy to rising inflation leading to an increase in prices of major construction materials and delay in recoveries from clients, all these had a dampening effect on the overall performance of the Company during the year under review. These exerted pressures on the working capital management also and resulted in higher receivables during the entire year.

DIVIDEND

The Company does not have any distributable surplus during the year. The Board accordingly does not recommend any dividend.

CORPORATE GOVERNANCE:

The Board has followed the principles of good governance and emphasizes transparency, integrity and accountability to the full extent. We believe the good governance is voluntary and self-disciplining. The management of your company endeavours to be progressive, competent and trustworthy, for customers and other stakeholders, while reflecting and respecting the best of Indian values in its conduct. The company took primary steps purely focused on the improving the financial health of the company to attract the best professional from the Industry. A separate section titled ''Annexure II'' is annexed hereto and forms a part of the Report.

DIRECTORS RESPONSIBILITIES STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956, on the basis of compliance certificate made by management of the Company and subject to disclosure in the annual accounts, as also on the basis of the discussion with the Statutory Auditor of the Company from time to time, the Board of Directors of the Company Confirms:

a) that in the preparation of the annual accounts, the applicable accounting standard has been followed;

b) that the Directors have selected such accounting policies and applied them consistently (except unless otherwise stated) and made judgements 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 profit or loss of the Company for that period.

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

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

AUDITORS'' OBSERVATIONS

The observations made in the Auditors Reports are self explanatory and therefore, do not call for any further comments or explanations.

DIRECTORS

As per the provisions of the Companies Act and the provisions of Articles of Association of the Company Dr. (Mrs.) Zarin P. Dadina (DIN: 01848179) of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for reappointment.

SECRETARIAL COMPLIANCE CERTIFICATE

The Compliance Certificate received in accordance with provisions of sections 383A(1)(a) of the Companies Act 1956 read with the Companies (Compliance Certificate) Rules, 2001 being attached to the Directors Report.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

Information pursuant to clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the year ended 31st March, 2014 are given in Annexure I of this report.

The details of employees of the Company in receipt of remuneration in excess of the limits under section 217(2A) of the Companies Act, 1956 is not applicable during the period under review.

AUDITORS

The Auditors M/s. L. N. Todi & Co. retires at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

ACKNOWLEDGMENTS

The Board acknowledges the understanding and support shown by its Bankers, Suppliers, Customers, and Shareholders during the period under review. The Directors also appreciate and value the contribution made by all Employees of your Company.

For and on behalf of the Board

Place : Kolkata Pessi N Dadina Date: 28th August, 2014 Chairman & Managing Director

---

Mar 31, 2011

The Company's performances for the period under review was very much satisfactory considering the challenges and severe financial constraints, which is summarized below:

FINANCIAL RESULTS

Current Year Previous Year PARTICULARS (Rs. n Lacs) (Rs. in Lacs)

Profit/(Loss) before Depreciation, Interest and Tax 311.58 1233.11

Less: Depreciation 374.79 239.56

Profit/(Loss) before Interest & Tax (63.21) 993.55

Less: Interest 141.53 29.27

Profit/(Loss) before Taxation (204.74) 964.28

Less: Provision for Tax 90.29 (204.74)

873.99

Add : Provisions reversed 83.93

Profit/(Loss) after Taxation (204.74) 957.92

Profit/(Loss) brought forward from previous year (785.04) (1742.95)

Balance carried forward to next year (989.78) (785.03)

DIVIDEND

In view of the Company's carried forward accumulated losses your Directors regret their inability to consider declaration of Dividend for the year under review.

PERFORMANCE

During the year under review your company achieved a turnover of Rs 67.17 Crores, as against a turnover of Rs 96.15 Crores in the preceding year, which is decreasing as comparing over last year. The Company has registered an operational loss of Rs 2.04 Crores, as against operational profit of Rs 9.58 Crores in previous year. The accumulated loss has been increased to Rs. 9.90 Crores from Rs. 7.85 Crores.

During the year under review the Company was making steady progress towards achieving a good turnover. However, due to an unfortunate emergency situation, the operations at few sites have been suspended. The company was also exposed to the threat of the cyclicality in the construction business and also to the risk arising from the volatility in cost of input materials. Disproportionate increase in taxes and other levies imposed by the Government from time to time increased the cost of operations and eroded away a larger slice of the profit margins. Therefore, the expected result could not be achieved.

Inspite of a slight recession in the market and compression in budget outlay in "Infrastructure Development" by Government and subsequently by big players in the "Private Sectors", your Company could bag the prestigious contract for "Pilling work for Elevated Corridor" at Chennai from Soma Enterprises and also another prestigious and time-bound contract for "Pilling for" Desulphurisation Plant at Panipat Refinery' from Technimont ICB. It is a matter of great pleasure to inform you that your Company took the challenge in right spirit and surpassed the expectation of the Customer.

CORPORATE GOVERNANCE:

Since the company is still passing through transition phase, the Corporate Governance in its entire form could not be implemented, as there was no Independent Director on the Board. However, the company with their available resources has implemented the Corporate Governance to the extent possible with the present constitution of the Board. The company took primary steps purely focused on the improving the financial health by improving the turnover, wiping off the accumulated losses and will attract the best professional from the Industry. A separate section titled 'Annexure II' is annexed hereto and forms a part of the Report.

DIRECTORS RESPONSIBILITIES STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956, on the basis of compliance certificate made by management of the Company and subject to disclosure in the annual accounts, as also on the basis of the discussion with the Statutory Auditor of the Company from time to time, the Board of Directors of the Company Confirms:

a) that in the preparation of the annual accounts, the applicable accounting standard has been followed;

b) that the Directors have selected such accounting policies and applied them consistently (except unless otherwise stated) and made judgements 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 profit or loss of the Company for that period.

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

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

AUDITORS' OBSERVATIONS

The Notes on accounts read with the Auditors Reports are self explanatory and therefore, do not call for any further comments or explanations.

DIRECTORS

As per the provisions of the Companies Act and the provisions of Articles of Association of the Company Mr. Pessi N Dadina, the Chairman and Managing Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

SECRETARIAL COMPLIANCE CERTIFICATE

The Board has appointed M/s.DKS & Co., Company Secretaries for issuance of Compliance Certificate in terms of the provisions of Section 383A(1)(a) of the Companies Act 1956. The Compliance Certificate received in accordance with provisions of sections 383A(1)(a) of the Companies Act 1956 read with the Companies (Compliance Certificate) Rules, 2001 being attached to the Directors Report.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

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

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'

Report for the year ended 31st March, 2011 are given in Annexure I of this report.

The details of employees of the Company in receipt of remuneration in excess of the limits under section 217(2A) of the Companies Act, 1956 is not applicable during the period under review.

AUDITORS

The Auditors M/s. L. N. Todi & Co. retires at the conclusion of the ensuing Annual General Meeting and are eligible under Section 224 (1B) of the Companies Act, 1956 for re-appointment.

ACKNOWLEDGMENTS

Your Directors place on record their appreciation of the assistance and support extended by all government authorities, bankers, consultants, creditors, suppliers, customers and shareholders. The directors express their appreciation of the dedicated services rendered by the employees of the Company.

for and on behalf of the Board

Kolkata, Pessi N Dadina

Dated: 16th August, 2011 Chairman & Managing Director

---

Mar 31, 2010

The Companys performance for the period under review was very much satisfactory considering the challenges and severe financial constraints, which is summarized below :

FINANCIAL RESULTS

PARTICULARS Current Year Previous Year (Rs. in Lacs) (Rs. In Lacs)

Profit/(Loss) before

Depreciation, Interest and Tax 1233.11 2832.70

Less: Depreciation 239.56 559.30

Profit/(Loss) before

Interest & Tax 993.55 2273.40

Less: Interest 29.27 50.86

Profit/(Loss) before Taxation 964.28 2222.54

Less: Provision for Tax 90.29 208.75

873.99 2013.79

Add : Provision reversed 83.93 -

Profit/(Loss) after Taxation . 957.92 2013.79

Profit/(Loss) brought

forward from previous year (1742.95) (3756.74)

Balance carried forward

tonextyear (785.13) (1742.95)



DIVIDEND

In view of the Companys carried forward accumulated losses your Directors regret their inability to consider declaration of Dividend for the year under review.

PERFORMANCE

During the year under review your company achieved a turnover of Rs 96.15 Crores, as against a turnover of Rs 81.02 Crores in the preceding year, which is the highest since inception and recorded a growth of 18.67% over last year. The Company has registered an operational profit of Rs 9.58 Crores, as against Rs 20.13 Crores in previous year. The accumulated loss has been reduced to Rs. 7.85 Crores from Rs. 17.43 Crores.

During the year under review the Company has settled its dues with secured creditor (IIBI), and no balance is left as on 31.3.2010. Your companys reputation for project completion and quality has resulted in the successful award and completion of several prestigious projects, including in the steel sector. Your company continues to sustain these business development efforts, going forward, in the current Financial Year. That these achievements have come in the midst of a

reasonably impactful economic slowdown; indicate that management efforts in sustaining the turnaround of your Companys operations are reflected in the results.

The Construction Industry in the country has again started looking up after going through a slow down. The Company will take advantage of the prevailing upbeat industrial situation of the country and put its efforts to increase its business volume by taking up the capacity building up measures by investing in Plant and Machinery. However your Company continues to be impacted by limited access to new debt and funding lines. Your Company continues to make efforts to re- build its funding lines along with a series of asset optimization and cost rationalization measures. Consequently, your company was able to make good additions to its fixed assets, while sustaining growth through better plant and machinery management, maintenance and re-deployment of its existing plant and machinery and rationalization of spares. Your company will continue to initiate efforts to enhance its financial lines in the current financial year in order to manage its current robust order book position and to deliver value to its customers.

CORPORATE GOVERNANCE:

Since the company is still passing through transition phase, the Corporate Governance in its entire form could not be implemented, as there was no Independent Director on the Board for continued basis. However, the company with their available resources has implemented the Corporate Governance to the extent possible with the present constitution of the Board. The company took primary steps purely focused on improving the financial health of the company to attract the best professional from the Industry. A separate section titled Annexure-lll is annexed hereto and forms a part of the Report.

DIRECTORS RESPONSIBILITIES STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956, on the basis of compliance certificate made by management of the Company arid subject to disclosure in the annual accounts, as also on the basis of the discussion with the Statutory Auditor of the Company from time to time, the Board of Directors of the Company Confirms : •

a) that in the preparation of the annual accounts, the applicable accounting standard has been followed;

b) that the Directors have selected such accounting policies and applied them

consistently (except unless otherwise stated) and made judgements 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 profit or loss of the Company for that period.

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

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

AUDITORS OBSERVATIONS

The Notes on accounts read with the Auditors Reports are self explanatory and therefore, do not call for any further comments or explanations.

DIRECTORS

As per the provisions of the Companies Act and the provisions of Articles of Association of the Company Ms. Varez K Dadina will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for reappointment.

During the period under review Mr. Hanuman Prasad Agarwal, Mr. Lalit Kumar Todi and Mr. Vinod Kumar Todi has been inducted as Independent Director w.e.f. 31/07/ 2009. They have also resigned on same day. The Board place on record its high appreciation for the valuable services rendered by the independent Directors for their limited association with the Company.

SECRETARIAL COMPLIANCE CERTIFICATE

The Board has appointed M/s.DKS & Co., Company Secretaries for issuance of Compliance Certificate in terms of the provisions of Section 383A(1)(a) of the

Companies Act 1956. The Compliance Certificate received in accordance with provisions of sections 383A(1)(a) of the Companies Act 1956 read with the Companies (Compliance Certificate) Rules, 2001 being attached to the Directors Report.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

Information pursuant to clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31" March, 2010 are given in Annexure of this report.

The details of employees of the Company in receipt of remuneration in excess of the limits under section 217(2A) of the Companies Act, 1956 is given in Annexure II.

AUDITORS

The Auditors M/s. L. N. Todi & Co. retires at the conclusion of the ensuing Annual General Meeting and are eligible under Section 224 (1B) of the Companies Act, 1956 for re- appointment.

ACKNOWLEDGMENTS

Your Board of Directors take this opportunity to express their grateful appreciation for the continued co-operation and support received from the Bankers, Creditors, Suppliers, Customers, Shareholders and Employees for the growth of the organization.

For and on behalf of the Board

Kolkata, Pessi N Dadina

Dated: 25 thAugust 2010 Chairman & Managing Director