Directors Report of Southern Fuel Ltd.

Mar 31, 2014

Dear Members

The Directors have great pleasure in presenting the Twenty First Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2014 FINANCIAL RESULTS:

The financial results of the Company for the year under review are furnished below:

Particulars ( Rupees in Lakhs )

31.03.2014 31.03.2013

Operating Profit / (Loss) before (9.27) (81.57) interest and depreciation

Less: Interest 0.09 63.93

Gross Profit / (Loss) (9.36) (145.50)

Less: Depreciation 25.83 27.97

Less Provision for Taxation

(2.03) (1.80)

Net Profit / (Loss) for the year (33.15) (171.67)

Amount Brought forward from previous year (504.20) (332.53)

Amount carried over to Balance Sheet (537.35) (504.20)

DIVIDEND:

The Directors of the Company have not recommended any dividend due to loss.

REVIEW OF OPERATION:

The Company has completely stopped the operation and there was no revenue during the current financial year. The Company has incurred a loss of Rs. 33.15 lakhs as against loss of Rs.1.72 Crores in the previous year. As reported earlier the Company's plant has been closed from November 2011 due to scarcity of the raw material coupled with raise in coking coal price fueled with sluggish demand.

Due to financial constraint,the company has not entered into e-votine asreement/s and hence e-voting facility and postal ballot facility is not provided to the shareholders.

OPEN OFFER AND FUTURE PROSPECTS:

The Company is in the process of mitigating its loss by opting out various options including the sale of undertaking. As such the present promoters (Shivamani Group) made an attempt to dispose their shareholding and executed an agreement with Mr. Ramesh Kumar Sharma and Mrs. Kaushal Sharma on 16th November 2012. Accordingly the Acquirers made an Open Offer in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SAST, 2011"). The Open Offer was made on behalf of the Acquirers from April 29, 2013 till May 13, 2013. The Open Offer under the Take over Regualtions was completed on May 13, 2013. The Acquirers has gone back on their commitments and hence the Takeover process could not be completed.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public during the year.

REGISTERED OFFICE:

The Registered office of the Company has been shifted from 187A, Mettupalayam Road, Kavandampalayam, Coimbatore — 641 030 to SF No 108/2, Saravanampetty Road, Vellakinar Coimbatore — 641 029 with effect from 29.01.2014.

DIRECTORS:

In accordance with the provisions of the companies Act, 1956, Sri P.Parthiban and Sri.M.Karuppasamy, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. The Directors recommend their appointment. The details as required under clause 49 of the listing Agreement is attached.

AUDITORS:

Your Company's Auditors M/s. Rajan Sankar & Co., Chartered Accountants, Coimbatore retire at the ensuing Annual General Meeting and they are eligible for re- appointment.

COMPANY SECRETARY:

In view of huge loss, the Company was not in a position to appoint a Company Secretary.

COMPLIANCE CERTIFICATE:

The Compliance Certificate obtained from a Practising Company Secretary as required under Section 383A of the Companies Act, 1956 and Cost Accountant are enclosed.

PARTICULARS OF EMPLOYEES:

In accordance with Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees of the Company who are in receipt of remuneration of not less than Rs.60 Lakhs per annum and Rs.5,00,000/- per month is Nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars required under section 217 (1) (e) of the Companies Act, 1956.

During the year under review the Company has not resorted to absorption/up gradation of new technology in regard to energy conservation

Foreign Exchange earned: Nil

Foreign Exchange used : Nil

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

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

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

c. that your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in detecting fraud and other irregularities;

d. that your Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance, Management Discussion and Analysis and a certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated Under Clause 49 of the Listing Agreement form part of the Annual Report.

LISTING:

The equity shares of the Company are listed in Bombay Stock Exchange But trading in the share of this Company was suspended during the period when a rehabilitation process was taken up by BIFR The listing agreement stipulates that in consideration of listing by the Stock Exchange the company is agreed to comply with all the requirements under the agreement. The listing of securities of the Company would be complete when the securities of the Company are allowed to be traded in the Stock Exchange The trading in the share of this Company was suspended during the period when a rehabilitation process was taken up by BIFR After the rehabilitation scheme was framed by the BIFR application for revocation of suspension in trading in shares of Company was duly made in April ,2010 to the Bombay Stock Exchange. The company had also complied with all the requirements of the listing agreement including the past data and information as directed by the Exchange. However even after a lapse of two years there is no response from the Exchange. Under this circumstance it was opinioned that there is no point in complying with the conditions of the Listing Agreement when the securities of the Company are not allowed to be traded in the Exchange and in effect that the listing of our securities has not been complete and the annual listing fee also was not paid to Bombay Stock Exchange from the financial year 2012-13 and 2013 - 14. Therefore it was decided to comply with the conditions of the listing agreement as soon as the suspension on trading in our shares is revoked and accordingly the Exchange was informed

Members have option to hold their shares in dematerialized form through the National Securities Depositary Limited (NSDL) and Central Depositary Services (India) Limited (CDSL). The ISIN of the Company is INE261K01019 ENVIRONMENT AND SAFETY:

The Company has taken various steps to attain high level of safety in its factory and we are happy to inform that there was no untoward incident during the year under consideration. Strict measures were taken to keep the environment clean and free from Pollution.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere thanks for the valuable co-operation and assistance extended by Government Authorities, Bankers, Tamilnadu Electricity Board, shareholders, consumers and suppliers. They also wish to place on record their appreciation for the hard work and dedicated service put in by the employees at all levels.

For and on behalf of the Board

Place: Coimbatore CV Kaleesswaran Date: 30.05.2014 Chairman cum Managing Director

---

Mar 31, 2013

Dear Members

The Directors have great pleasure in presenting the Twentieth Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2013. FINANCIAL RESULTS:

The financial results of the Company for the year under review are furnished below:

Particulars ( Rupees in Lakhs )

31.03.2013 31.03.2012

Operating Profit / (Loss) before (81.57) (325.22) interest and depreciation

Less: Interest 63.93

153.75

Gross Profit / (Loss) (145.50) (478.97)

Less: Depreciation 27.97

30.46

Less Provision for Taxation (1.80)

(1-87)

Net Profit / (Loss) for the year (171.67) (507.56)

Amount Brought forward from previous year ( 332.53)

80.83

Amount carried over to Balance Sheet (504,20) (426.73)

DIVIDEND:

The Directors of the Company have not recommended any dividend due to loss.

REVIEW OF OPERATION:

During the year the Company's turnover is Rs.6.67 Crores as against Rs. 36.73 Crores in the previous year. The Company has incurred a loss of Rs. 1.71 Crores as against loss of Rs.4.13 Crores in the previous year. The Company has disposed the stock on hand and has purchased the coke and delivered it to the contracted buyers to keep its commitments. As reported earlier the Company's plant has been closed from November 2011 due to scarcity of the raw material coupled with raise in coking coal price fueled with sluggish demand.

OPEN OFFER AND FUTURE PROSPECTS:

The Company is in the process of mitigating its loss by opting out various options including the sale of undertaking. As such the present promoters (Shivamani Group) made an attempt to dispose their shareholding and executed an agreement with Mr. Ramesh Kumar Sharma and Mrs. Kaushal Sharma on 16th November 2012. Accordingly the Acquirers made an Open Offer in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SAST, 2011"). The Open Offer was made on behalf of the Acquirers from April 29, 2013 till May 13, 2013.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public during the year.

DIRECTORS:

In accordance with the provisions of the companies Act, 1956, Sri P.Parthiban, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. The Directors recommend his re-appointment. The details as required under clause 49 of the listing Agreement is attached.

AUDITORS:

Your Company's Auditors M/s. Rajan Sankar & Co., Chartered Accountants, Coimbatore retire at the ensuing Annual General Meeting and they are eligible for re- appointment.

COMPANY SECRETARY:

In view of huge loss, the Company was not in a position to appoint a Company Secretary.

COMPLIANCE CERTIFICATE:

The Compliance Certificate obtained from a Practising Company Secretary as required under Section 383A of the Companies Act, 1956 and Cost Accountant are enclosed.

PARTICULARS OF EMPLOYEES:

In accordance with Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees of the Company who are in receipt of remuneration of not less than Rs.60 Lakhs per annum and Rs.5,00,000/- per month is Nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars required under section 217 (1) (e) of the Companies Act, 1956.

During the year under review the Company has not resorted to absorption/up

gradation of new technology in regard to energy conservation

Foreign Exchange earned: Nil

Foreign Exchange used : Nil

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

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

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

c. that your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in detecting fraud and other irregularities;

d. that your Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance, Management Discussion and Analysis and a certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated Under Clause 49 of the Listing Agreement form part of the Annual Report.

LISTING:

The equity shares of the Company are listed in Bombay Stock Exchange But trading in the share of this Company was suspended during the period when a rehabilitation process was taken up by BIFR The listing agreement stipulates that in consideration of listing by the Stock Exchange , the company is agreed to comply with all the requirements under the agreement. The listing of securities of the Company would be complete when the securities of the Company are allowed to be traded in the Stock Exchange The trading in the share of this Company was suspended during the period when a rehabilitation process was taken up by BIFR After the rehabilitation scheme was framed by the BIFR .application for revocation of suspension in trading in shares of Company was duly made in April ,2010 to the Bombay Stock Exchange. The company had also complied with all the requirements of the listing agreement including the past data and information as directed by the Exchange. However even after a lapse of two years there is no response from the Exchange. Under this circumstance it was opinioned that there is no point in complying with the conditions of the Listing Agreement when the securities of the Company are not allowed to be traded in the Exchange and in effect that the listing of our securities has not been complete and the annual listing fee also was not paid to Bombay Stock Exchange for the financial year 2012-13. Therefore it was decided to comply with the conditions of the listing agreement as soon as the suspension on trading in our shares is revoked and accordingly the Exchange was informed

Members have option to hold their shares in dematerialized form through the National Securities Depositary Limited (NSDL) and Central Depositary Services (India) Limited (CDSL). The ISIN of the Company is INE261K01019.

ENVIRONMENT AND SAFETY:

The Company has taken various steps to attain high level of safety in its factory and we are happy to inform that there was no untoward incident during the year under consideration. Strict measures were taken to keep the environment clean and free from Pollution.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere thanks for the valuable co-operation and assistance extended by Government Authorities, AXIS Bank Limited, Tamilnadu Electricity Board, shareholders, consumers and suppliers. They also wish to place on record their appreciation for the hard work and dedicated service put in by the employees at all levels.

For and on behalf of the Board

Place: Coimbatore CV Kaleesswaran Date: 03.05.2013 Chairman cum Managing Director

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Mar 31, 2012

To The Members

The Directors have great pleasure in presenting the Nineteenth Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The financial results of the Company for the year under review are furnished below:_

Particulars ( Rupees in Lakhs ) 31.03.2012 31.03.2011

Operating Profit / (Loss) before interest and depreciation (231.02) 251.64

Add: Interest 153.76 122.30

Gross Profit / (Loss) (384.78) 129.34

Less: Depreciation 30.45 32.16

Less Provision for Taxation (1.87) 14.45

Net Profit / (Loss) for the year (413.36) 82.73

Amount Brought forward from previous year 80.83 (1.90)

Amount carried over to Balance Sheet (332.53) 80.83

DIVIDEND:

The Directors of the Company have not recommended any dividend due to loss.

REVIEW OF OPERATION:

Due to scarcity of raw material Viz. coking coal the price has increased to nearly 24 % over the price prevailed during the previous year. But the selling price of Coke was almost static during the year 2011.2012 as the demand for the end product Viz. Lam Coke has came down during this year due to the crisis in mines in Karnataka and elsewhere have impacted the steel and foundry industries which are the major consumer of Coke, Therefore the scarcity and increase in price of raw material coupled with non-improvement of selling price , rendered the production operation uneconomical and hence the production was stopped from November,2011. However during the year under review, the company registered an increased turnover of Rs. 36.70 Crores as against Rs. 29.51 Crores in the previous year, through higher level of trading activity. In view of the reasons stated above the company has incurred a huge loss of Rs.413 lakhs.

FUTURE PROSPECTS:

As the crisis in mining seems to be resolved it is expected that there will be improvement in steel and foundry industry operations which may bring in more demand for Coke. However if the price of raw material and availability improves, .the company would resume production in the coming year.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public during the year.

DIRECTORS:

In accordance with the provisions of the companies Act, 1956, Sri P.Parthiban and Sri M

Karuppasamy, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. The Directors recommend their appointment. The details as required under clause 49 of the listing Agreement is attached.

Sri N Srinivasan resigned from the Board with effect from 01.11.2011 and the Board wish to place on record the valuable services rendered to the Company during the tenure of office.

AUDITORS:

Your Company''s Auditors M/s. Rajan Sankar & Co., Chartered Accountants, Coimbatore retire at the ensuing Annual General Meeting and they are eligible for re-appointment.

COMPANY SECRETARY:

The Company has been making regular and sincere efforts for the appointment of Whole Time qualified Company Secretary. An advertisement was given in leading newspaper, but the same evoked no response, the Company has also written to the Institute of Company Secretaries of India in this regard, but no applicants have turned up so far.

COMPLIANCE CERTIFICATE:

The Compliance Certificate obtained from a Practising Company Secretary as required under Section 383A of the Companies Act, 1956 and Cost Accountant are enclosed.

PARTICULARS OF EMPLOYEES:

In accordance with Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees of the Company who are in receipt of remuneration of not less than Rs.60 Lakhs per annum and Rs.5,00,000/- per month is Nil. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

1. (A) CONSERVATION OF ENERGY:

Particulars of energy consumption and energy consumption per unit of production are furnished below:

(B) TECHNOLOGY ABSORPTION:

Due to loss, the Company has not opted for upgradation / switch over to later technology.

(C) RESEARCH AND DEVELOPMENTS:

The Company does not have any research and Development Wing.

2. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:

For consistent production of higher quality of Products besides having state of the Machinery and Equipments, the manufacturing units are equipped with well trained personnel and high tech quality control equipments.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

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

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

c. that your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in detecting fraud and other irregularities;

d. that your Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance, Management Discussion and Analysis and a certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated Under Clause 49 of the Listing Agreement form part of the Annual Report.

LISTING:

The equity shares of the Company are listed in Bombay Stock Exchange But trading in the share of this Company was suspended during the period when a rehabilitation process was taken up by BIFR The listing agreement stipulates that in consideration of listing by the Stock Exchange , the company is agreed to comply with all the requirements under the agreement. The listing of securities of the Company would be complete when the securities of the Company are allowed to be traded in the Stock Exchange The trading in the share of this Company was suspended during the period when a rehabilitation process was taken up by BIFR After the rehabilitation scheme was framed by the BIFR application for revocation of suspension in trading in shares of Company was duly made in April ,2010 to the Bpmbay Stock Exchange. The company had also complied with all the requirements of the listing agreement including the past data and information as directed by the Exchange. However even after a lapse of two years there is no response from the Exchange. Under this circumstance it was opinioned that there is no point in complying with the conditions of the Listing Agreement when the securities of the Company are not allowed to be traded in the Exchange and in effect that the listing of our securities has not been complete and the annual listing fee also was not paid to Bombay Stock Exchange for the financial year 2012-13.. Therefore it was decided to comply with the conditions of the listing agreement as soon as the suspension on trading in our shares is revoked and accordingly the Exchange was informed

Members have option to hold their shares in dematerialized form through the National Securities Depositary Limited (NSDL) and Central Depositary Services (India) Limited (CDSL). The ISIN of the Company is INE261K01019.

ENVIRONMENT AND SAFETY:

The Company has taken various steps to attain high level of safety in its factory and we are happy to inform that there was no untoward incident during the year under consideration. Strict measures were taken to keep the environment clean and free from Pollution.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere thanks for the valuable co-operation and assistance extended by Government Authorities, AXIS Bank Limited, Tamilnadu Electricity Board, shareholders, consumers and suppliers. They also wish to place on record their appreciation for the hard work and dedicated service put in by the employees at all levels.

For and on behalf of the Board

-sd-

Place: Coimbatore CV Kaleesswaran

Date: 03.09.2012 Chairman cum Managing Director

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Mar 31, 2011

The Members

The Directors have great pleasure the Eighteenth Annual Report with Audited Accounts of the Company for ther year ended 31st March, 2011.

FINANCIAL RESULTS:

The financial results of the Company for the year under review are furnished below:

Particulers (Rupees in Lakhs) 31.03.2011 31.03.2010

Operating Prfit / (Loss) before interest and depreciation 186.03 121.16

Less : Interest 56.69 16.46

Gross Profit / (Loss) 129.34 104.70

Less : Depreciation 32.16 36.37

Less Provision for Taxation 14.45 47.19

Net Profit / (Less) for the year 82.73 9.09

Amount Brouth forward from previous year (1.90) (23.04) Amount carried over to Balance Sheet. 80.83 (1.90)

DIVIDEND:

The Directors of the Company have not recommended any dividend due to inadequate profits / reserves.

REVIW OF OPERATION:

During the year review, the company registered a turnover of Rs. 29.23 Crores in the previous year. Althouth there was recession in the beginning of the year, your company performed reasonably well due to improvement in the later part of the year.

FUTURE PROSPECTS:

As there is improvement in economy from the previous year there will be more demand for the product of this Company in the future Moreover your company has been pusuing cost reduction and efficient improvements in productions. So the Company is optimistic to perform still better in the coming years.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public during the year.

DIRECTORS:

In accordance with the provisions of the companies Act, 1956, Sri N Srinivasan and Sri Karuppasamy, Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappoinment. The Directors recommend their appoinment. The details as required under clause 49 of the listing Agreement is attached.

AUDITORS:

Your Company's Auditors M/s. Rajan Sankar & Co. Charetered Accountans, Coimbatore retire at the ensuing Annual General Meeting and they are eligible for re-appointment.

REPLY TO AUDITORS REMARK:

With regard to Auditors observation, the notes on accounts are self explanatory.

COMPANY SECRETARY:

The Company has been making regular and sincere efforts for the appointment of whole Time qualified Company Secretary. An advertisement was given in lading newspaper, but the same evoked no response, the Company has also written to the Institute of Company Sercretaries of India

COMPLIANCE CERTIFICATE:

The Compliance Certificate obtained from a Practising Company Secretary as required under Section 383A of the Companies Act, 1956 is enclosed.

PARTICULARS OF EMPLOYEES:

In accordance with Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1974, as amended, the names and other particulars of the employees of the Company who are in receipt of remuneration of not less than Rs. 60 Lakhs per annum and Rs. 5,00,000/- per month is Nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars required under section 217 (1) (e) of the Companies Act, 1956,

During the yearunder review the Company has not resorted to absorption / up gradation of new technology in regard to energy conservation

Foreign Exchange earned : Nil

Foriegn Exchange used : Nil

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

a. That in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. That your Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the Company at the end of the financial year and of the profit of the Company for that period;

c. that your Directors had taken proper and sufficient care for the maintanance of adequate accouting records in detecting fraud and other irregularities;

d. that your Directors had prepared the annual accounts on a going basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance, Management Discussion and Analysis and a certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated Under Clause 49 of the Listing Agreement form part of this Annual Report.

LISTING:

The equity shares of the Company are listed in Bombay Stock Exchange and the Company has paid the annual listing fees to Bombay Stock Exchange for the financial year 2011-2012.

Members have option to hold their shares in dematerialized form through the National Securities Depositary Limited (NSDL) and Central Depositarty Services (India) Limited (CDSL). The ISIN of the Company is INE261K01019.

ENVIRONMENT AND SAFTY:

The Company has taken various steps to attain level of safety in its factory and we are happy to inform that there was no untoward incident during the year under consideration. Strict measures were taken to keep the environment clean and free form Pollution.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere thanks for the valuable co-operation and assistance extended by Government Authorities, AXIS Bank Limited, Tamilnadu Electricity Board, shareholders, consumers and suppliers. They also wish to place on record their appreciation for the hard work and dedicated service put in the employees at all levels.

For and on behalf of the Board

(Sd.) Place: Coimbatore CV Kaleesswaran Date : 22.06.2011 Chairman cum Managing Director

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Mar 31, 2010

The Directors have great pleasure in presenting the Seventeenth Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2010.

Financial Results:

The financial results of the Company for the year under review are furnished below:

A. FINANCIAL RESULTS

Particulars (Rupees in Lakhs)

31.03.2010 31.03.2009

Operating Profit / (Loss) before interest and depreciation 121.16 59.00

Less : Interest 16.46 5.79

Gross Profit / (Loss) 104.70 53.21

Less : Depreciation 36.37 40.80

Less : Provision for Taxation 47.19 3.32

Net Profit / (Loss) for the year 21.14 9.09

Amount Brought forward from previous year (23.04) (32.13)

Amount carried over to Balance Sheet (1.90) (23.04)

Dividend:

The Directors of the Company have not recommended any dividend due to inadequate profits / reserves.

Review of Operation

During the year under review, the company registered a turnover of Rs. 25.09 Crores as against Rs. 25.67 Crores in the previous year. Although there was recession in the begining of the year, your company performed reasonably well due to improvement in the later part of the year.

Future Prospects:

As there is improvement in economy from the end of the previous year there will be more demand for the product of this Company in the future. Moreover your company has been pursuing cost reduction and efficient improvements in productions. So the company is optimistic to perform still better in the coming years.

Public Deposits:

The Company has not accepted any deposits from the public during the year.

Directors:

Ms. L.K. Uma Shanthi and Sri. G. Saravanan, Directors of the Company have resigned with effect from 05-10-2009 and 05-03-2010 repectively. The Directors wish to place on record the distinguished service rendered by the above Directors.

The term of office of Sri. M. Karuppasamy expires at the ensuing Annual General Meeting and notice has been received from members proposing his candidature for the office of the Directorship with requisite deposit.

In accordance with the provisions of the companies Act, 1956, Sri. P. Parthipan, Director of the Company retires at the ensuing Annual General Meeting and being eligible, offers himself for reappointment . The Directors recommend his appointment . The details as required under clause 49 of the listing Agreement is attached.

Auditors:

Your Companys Auditors M/s. Rajan Sankar & Co., Chartered Accountants, Coimbatore retire at the ensuing Annual General Meeting and they are eligible for re-appointment.

Reply to Auditors Remark:

With regard to Auditors observations, the notes on accounts are self explanatory.

Company Secretary:

The Company has been making regular and sincere efforts for the appointment of Whole Time qualified Company Secretary. An advertisement was given in leading newspaper, but the same evoked no response, the Company has also written to the Institute of Company Secretaries of India in this regard, but no applicants have turned up so far.

Particulars of Employees:

In accordance with Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, as amended, the names and other particulars of the employees of the Company who are in receipt of remuneration of not less than Rs.24 Lakhs per annum and Rs.2,00,000/- per month is Nil.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

During the year under review, the Company has not resorted to absorption/up gradation of new technology in regard to energy covservation.

Foreign Exchange earned : Nil

Foreign Exchange used : Nil

Directors Responsibility Statement:

In terms of the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

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

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

c. that your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in detecting fraud and other irregularities;

d. that your Directors had prepared the annual accounts on a going concern basis.

Corporate Governance:

A separate report on Corporate Governance, Management Discussion and Analysis and a certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated Under Clause 49 of the Listing Agreement form part of the Annual Report.

Listing:

The equity shares of the Company are listed in Mumbai, Kolkata and Bangalore Stock Exchanges and the Company has DULY paid the annual listing fees to Mumbai Stock Exchange and Bangalore Stock Exchange for the financial year 2010-11.

Members have option to hold their shares in dematerialized form through the Central Depositary Services (India) Limited (CDSL). The ISIN of the Company is INE261K01019.

The Company is taking steps to initiate the process of demating its shares by members with National Securities Depositary Limited (NSDL) also.

Environment and safety:

The Company has taken various steps to attain high level of safety in its factory and we are happy to inform that there was no untoward incident during the year under consideration. Strict measures were taken to keep the environment clean and free from Pollution.

Acknowledgement:

Your Directors wish to express their sincere thanks for the valuable co-operation and assistance extended by Government Authorities, City Union Bank Ltd, AXIS Bank Limited, Tamilnadu Electricity Board, shareholders, consumers and suppliers. They also wish to place on record their appreciation for the hard work and dedicated service put in by the employees at all levels.

For and on behalf of the Board

(Sd.)

Place : Coimbatore C.V. Kaleesswaran

Date : 31.05.2010 Chairman cum Managing Director