Directors Report of Wellwin Industry Ltd.

Mar 31, 2014

Dear Members,

The board of Directors of Wellwin Industry Ltd, have pleasure in presenting the Eighteenth Annual Report of your company for 12 months period ending 31st of March 2014 together with Audited Statement of Accounts.

Performance at a Glance

Particulars Rs. in Lacs Rs. in Lacs 12 months 12 months period period ending ending 31st of 31st of March 2014 March 2013

Profit before Depreciation and Tax (131.30) (136.22)

Less: Depreciation Nil Nil

Profit After Depreciation (131.30) 783.22

Provision for Taxation Nil Nil

Amount available for appropriation (131.30) (136.22)

Profit brought forward from previous year (2954.35) (3737.57)

Total amount available for appropriation (3085.65) (2954.35)

APPROPRIATION

Transfer to General Reserve Nil Nil

Provision for equity dividend Nil Nil

Surplus carried to Balance Sheet (3085.65) (2954.35)

Total amount appropriated Nil Nil

DIVIDEND:

In view of the loss suffered by the Company during the year, your Directors have not recommended dividend for this year.

BUSINESS OPERATIONS:.

During the year under review there were no operations in the Company. All the expenditure incurred have been duly accounted for and the Company on the whole has incurred a loss of Rs.131.30 Lacs as of 31.03.2014.

CORPORATE GOVERNANCE:

Your company is always committed to transparency in governing the company. A detailed report on corporate governance is enclosed with this annual report for your information. A certificate issued by M/s.A.K.Rajagopalan & Co., Chartered Accountants with regard to compliance of clause 49 of the listing agreement entered with the stock exchanges also forms part of the annual report.

DIRECTORS

Shri .Raghuram Ramamurthy, Director retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS REPONSIBILITY STATEMENT:

(Pursuant to Section 217 (2AA) of the Companies Act, 1956)

That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material deviation there from.

* Reasonable and Prudent accounting policies have been applied in the preparation of financial statements that they have been consistently applied and that reasonable and prudent judgement and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the company as on 31st of March 2013 and of the Profit for the 12 months period ended on that date.

* Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

* The financial statements have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your company has not accepted deposits from the public during the year.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION:

Your Company has substantially complied with applicable Environmental laws and Labour Laws. It has expended substantial resources, both financial and managerial, in complying with the relevant laws and has taken all reasonable measures to protect the environment, to ensure safety and health of the workers.

PERSONNEL:

The Company as you are aware was facing an extra ordinary situation whereby all the employees of the company were given notice and terminated by settling all their statutory dues. The Company had promised to reabsorb them if necessary at a later date once the matter regarding settlement of dues to secured creditors has been resolved.

AUDITORS

M/s.A.K.Rajagopalan & Co., Chartered Accountants, New No. 18, Old No.84, Luz Avenue, Mylapore, Chennai 600 004, the Auditors of the company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Particulars required to be disclosed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this report. (Annexure I)

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) AMENDMENT RULES 2002.

The Provisions of Section 217 (2A) of the Companies Act, 1956 and rules thereof are not applicable as no employees was in receipt of the remuneration to the extent laid down therein.

ACKNOWLEDGEMENTS:

We are thankful to our Bankers for the co-operation and assistance rendered by them. The Board places on record their thanks to the stakeholders, shareholders and customers for the confidence reposed by them in the Company and their appreciation for the services and untiring efforts of the employees at all levels, which has helped the company to achieve the results.

By Order of the Board For WELL WIN INDUSTRY LTD.

Sd/- Place: Chennai R.RAJAGOPALAN Date: 22.08.2014 MANAGING DIRECTOR

---

Mar 31, 2013

The board of Directors of Wellwin Industry Ltd. Have pleasure in presenting the Seventeenth Annual Report of your company for 12 months period ending 31st of March 2013 together with Audited Statement of Accounts.

Performance at a Glance

Particulars Rs. in Lacs Rs. in Lacs 12 months period 12 months period ending ending 31st of March 2013 31st of March 2012

Profit before Depreciation and Tax 783.22 (134.19)

Less: Depreciation NIL NiL

Profit After Depreciation 783.22 (134.19)

Provision for Taxation NIL NIL

Amount available for appropriation 783.22 (134.19)

Profit brought forward from previous year (3737.57) (8603.38)

Total amount available for appropriation (2954.35) (8737.57)

APPROPRIATION

Transfer to General Reserve NIL Nil

Provision for equity dividend NIL Nil

Surplus carried to Balance Sheet (2954.35) (8737.57)

Total amount appropriated NIL Nil

DIVIDEND:

In view of the Carry Forward losses suffered by the Company, your Directors have not recommended dividend for this year.

BUSINESS OPERATIONS:

During the year under review, the Company has achieved no turnover but derived other income by way of sale of Property to the extent of 915.00 Lakhs and achieved a profit of Rs.783.22 Lakhs . The Company after taking permission of the share holders in the form of Postal Ballot has effected sale of Land & Building as well as Plant & Machinery. However, there is an Income Tax attachment for which clearance is expected from IT authorities. During the year the Company has effected sale of Property.

CORPORATE GOVERNANCE:

Your company is always committed to transparency in governing the company. A detailed report on corporate governance is enclosed with this annual report for your information. A certificate issued by M/s.A.K.Rajagopalan & Co., Chartered Accountants with regard to compliance of clause 49 of the listing agreement entered with the stock exchanges also forms part of the annual report.

DIRECTORS

Shri .R.Kalyanaraman, Director retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. During the year Mr.S.Chandrasekaren and Mr.T.Renganathan have expressed their unwillingness to continue as Director in the Company. Their Resignations were accepted and the Board placed on Record its appreciation for Services Rendered by them. The Company has received a Proposal from Sri.N.Ramakrishnan a Chartered Accountant by Profession who is also a share holder of the Company recommending appointment as Director Mr.Raghuram Ramamurthy an engineer with MBA in Finance and Marketing as well as Mr.Baskar Agneeswaren, A Chartered Accountant experienced in Industrial Acquisitions as Directors in the place of the retiring Directors. Mr.N.Ramakrishnan has deposited Rs.1000/- in cash for proposing the above names for Directorship. The Board has concluded that the names be placed in forthcoming AGM for approval.

DIRECTORS REPONSIBILITY STATEMENT:

(Pursuant to Section 217 (2AA) of the Companies Act, 1956)

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material deviation there from.

- Reasonable and Prudent accounting policies have been applied in the preparation of financial statements that they have been consistently applied and that reasonable and prudent judgement and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the company as on 31st of March 2013 and of the Profit for the 12 months period ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- The financial statements have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your company has not accepted deposits from the public during the year.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION:

Your Company has substantially complied with applicable Environmental laws and Labour Laws. It has expended substantial resources, both financial and managerial, in complying with the relevant laws and has taken all reasonable measures to protect the environment, to ensure safety and health of the workers.

PERSONNEL:

The Company as you are aware was facing an extra ordinary situation whereby all the employees of the company were given notice and terminated by settling all their statutory dues. The Company had promised to reabsorb them if necessary at a later date once the matter regarding settlement of dues to secured creditors has been resolved.

AUDITORS

M/s.A.K.Rajagopalan & Co., Chartered Accountants, New No. 18, Old No.84, Luz Avenue, Mylapore, Chennai 600 004,the Auditors of the company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Particulars required to be disclosed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this report. (Annexure I)

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) AMENDMENT RULES 2002.

The Provisions of Section 217 (2A) of the Companies Act, 1956 and rules thereof are not applicable as not employees was in receipt of the remuneration to the extent laid down therein.

ACKNOWLEDGEMENTS:

We are thankful to our Bankers for the co-operation and assistance rendered by them. The Board places on record their thanks to the stakeholders, shareholders and customers for the confidence reposed by them in the Company and their appreciation for the services and untiring efforts of the employees at all levels, which has helped the company to achieve the results.

By Order of the Board

For WELLWIN INDUSTRY LTD. Sd/-

Place: Chennai R.RAJAGOPALAN

Date: 29.08.2013 MANAGING DIRECTOR

---

Mar 31, 2012

The Board of Directors of Wellwin Industry Ltd. have pleasure in presenting the Sixteenth Annual Report of your company for 12 months period ending 31st of March 2012 together with Audited Statement of Accounts.

Performance at a Glance

Particulars Rs.in Lacs Rs.in Lacs 12 months period 12 months period ending ending 31st of March 2012 31st of March 2011

Profit before Depreciation and Tax (134.19) (2101.15)

Less: Depreciation 0 0

Profit After Depreciation (134.19) (2101.15)

Provision for Taxation Nil Nil

Amount available for appropriation (134.19) (2101.15)

Profit brought forward from previous year (8603.38) (6502.23)

Total amount available for appropriation (8737.57) (8603.38)

APPROPRIATION

Transfer to General Reserve Nil Nil

Provision for equity dividend Nil Nil

Surplus carried to Balance Sheet (8737.57) (8603.38)

Total amount appropriated Nil Nil



DIVIDEND:

In view of the loss suffered by the Company during the year, your Directors have not recommended dividend for this year.

BUSINESS OPERATIONS:

During the year under review, the Company has achieved no turnover and incurred a loss of Rs.1.34 Crores. The Company after taking permission of the share holders in the form of Postal Ballot has effected sale of Land & Building as well as Plant & Machinery. However, there is an Income Tax attachment for which clearance is expected from IT authorities. After receipt of clearance from Income Tax authorities, the property will be transferred in the name of M/s.Chitra Constructions Pvt. Ltd.

CORPORATE GOVERNANCE:

Your company is always committed to transparency in governing the company. A detailed report on corporate governance is enclosed with this annual report for your information. A certificate issued by M/s.A.K.Rajagopalan & Co., Chartered Accountants with regard to compliance of clause 49 of the listing agreement entered with the stock exchanges also forms part of the annual report.

DIRECTORS

Shri .T.Ranganathan, Director retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS REPONSIBILITY STATEMENT:

(Pursuant to Section 217 (2AA) of the Companies Act, 1956)

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material deviation there from.

- Reasonable and Prudent accounting policies have been applied in the preparation of financial statements that they have been consistently applied and that reasonable and prudent judgement and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the company as on 31st of March 2012 and of the Profit for the 12 months period ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- The financial statements have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your company has not accepted deposits from the public during the year.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION:

Your Company has substantially complied with applicable Environmental laws and Labour Laws. It has expended substantial resources, both financial and managerial, in complying with the relevant laws and has taken ail reasonable measures to protect the environment, to ensure safety and health of the workers.

PERSONNEL:

The Company as you are aware was facing an extra ordinary situation where by all the employees of the company were given notice and terminated by settling all their statutory dues. The Company had promised to reabsorb them if necessary at a later date once the matter regarding settlement of dues to secured creditors has been resolved.

AUDITORS

M/s.A.K.Rajagopalan & Co., Chartered Accountants, New No. 18, Old No.84, Luz Avenue, Mylapore, Chennai 600 004,the Auditors of the company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Particulars required to be disclosed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this report. (Annexure I)

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) AMENDMENT RULES 2002.

The Provisions of Section 217 (2A) of the Companies Act, 1956 and rules thereof are not applicable as not employees was in receipt of the remuneration to the extent laid down therein.

ACKNOWLEDGEMENTS:

We are thankful to our Bankers for the co-operation and assistance rendered by them. The Board places on record their thanks to the stakeholders, shareholders and customers for the confidence reposed by them in the Company and their appreciation for the services and untiring efforts of the employees at all levels, which has helped the company to achieve the results.



By Order of the Board

For WELLWIN INDUSTRY LTD.

Sd/-

Place: Chennai R.RAJAGOPALAN

Date: 22.10.2012 MANAGING DIRECTOR

---

Mar 31, 2011

The board of Directors of Wellwin Industry Ltd. have pleasure in presenting the Fifteenth Annual Report of your company for 12 months period ending 31st of March 2011 together with Audited Statement of Accounts.

Performance at a Glance

Particulars Rs in Lacs Rs in Lacs 12 months period 12 months period ending ending 31st of March 2011 31st of March 2010

Profit before Depreciation and Tax (2101.15) (136.22)

Less: Depreciation 0 0

Profit After Depreciation (2101.15) (136.22)

Provision for Taxation Nil Nil

Amount available for appropriation (2101.15) (136.22)

Profit brought forward from previous year (6502.23) (6366.01)

Total amount available for appropriation (8603.38) (6502.23)

APPROPRIATION

Transfer to General Reserve Nil Nil

Provision for equity dividend Nil Nil

Surplus carried to Balance Sheet (8603.38) (6502.23)

Total amount appropriated Nil Nil

DIVIDEND:

In view of the loss suffered by the Company during the year, your Directors have not recommended dividend for this year.

BUSINESS OPERATIONS:

During the year under review, the Company has achieved no turnover and incurred a loss of Rs.2101.15 lakhs. The Company after taking permission of the share holders in the form of Postal Ballot has effected sale of Land & Building as well as Plant & Machinery. However, there is an Income Tax attachment for which clearance is expected from IT authorities. After receipt of clearance from Income Tax authorities, the property will be transferred in the name of M/s.Chitra Constructions Pvt. Ltd.

CORPORATE GOVERNANCE:

Your company is always committed to transparency in governing the company. A detailed report on corporate governance is enclosed with this annual report for your information. A certificate issued by M/s. A.K.Rajagopalan & Co., Chartered Accountants with regard to compliance of clause 49 of the listing agreement entered with the stock exchanges also forms part of the annual report.

DIRECTORS

Shri. R.Kalyanaraman, Director retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

CHANGE OF REGISTERED OFFICE:

Since the Plant & Machinery has already been sold and the building vacated, the Registered Office of the Company has to be relocated. Therefore, it has been decided to change the Registered Office for the Company to a new location situated at E, 5th Floor, Lakshmi Bhavan, No.609, Mount Road, Chennai - 600 006.

DIRECTORS REPONSIBILITY STATEMENT:

(Pursuant to Section 217 (2AA) of the Companies Act, 1956)

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material deviation there from.

- Reasonable and Prudent accounting policies have been applied in the preparation of financial statements that they have been consistently applied and that reasonable and prudent judgment and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the company as on 31st of March 2011 and of the Profit for the 12 months period ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- The financial statements have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your company has not accepted deposits from the public during the year.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION:

Your Company has substantially complied with applicable Environmental laws and Labour Laws. It has expended substantial resources, both financial and managerial, in complying with the relevant laws and has taken all reasonable measures to protect the environment, to ensure safety and health of the workers.

PERSONNEL:

The Company as you are aware was facing an extra ordinary situation whereby all the employees of the company were given notice and terminated by settling all their statutory dues. The Company had promised to reabsorb them if necessary at a later date once the matter regarding settlement of dues to secured creditors has been resolved.

AUDITORS

M/s.A.K.Rajagopalan & Co., Chartered Accountants, New No.18, Old No.84, Luz Avenue, Mylapore, Chennai 600 004, the Auditors of the company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Particulars required to be disclosed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this report. (Annexure I)

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) AMENDMENT RULES 2002.

The Provisions of Section 217 (2A) of the Companies Act, 1956 and rules thereof are not applicable as no employees was in receipt of the remuneration to the extent laid down therein.

ACKNOWLEDGEMENTS:

We are thankful to our Bankers for the co-operation and assistance rendered by them. The Board places on record their thanks to the stakeholders, shareholders and customers for the confidence reposed by them in the Company and their appreciation for the services and untiring efforts of the employees at all levels, which has helped the company to achieve the results.

By Order of the Board For WELLWIN INDUSTRY LTD. Sd/- Place: Chennai R.RAJAGOPALAN

Date: 14.10.2011 MANAGING DIRECTOR

---

Mar 31, 2010

The board of Directors of Wellwin Industry Ltd. have pleasure in presenting the Fourteenth Annual Report of your company for 12 months period ending 31st of March 2010 together with Audited Statement of Accounts.

Performance at a Glance

Particulars Rs. in Lacs Rs. in Lacs 12 months period 12 months period ending ending 31st of March 2010 31st of March 2009

Profit before Depreciation and Tax (136.22) (1582.99)

Less: Depreciation 0 404.36

Profit After Depreciation (136.22) (1987.35)

Provision for Taxation Nil 93.51

Amount available for appropriation (136.22) (1893.85)

Profit brought forward from previous year (6366.01) (4472.16)

Total amount available for appropriation (6502.23) (6366.01)

APPROPRIATION

Transfer to General Reserve Nil Nil

Provision for equity dividend Nil Nil

Surplus carried to Balance Sheet (6502.23) (6366.01)

Total amount appropriated Nil Nil

DIVIDEND:

In view of the loss suffered by the Company during the year, your Directors have not recommended dividend for this year.

BUSINESS OPERATIONS:

During the year under review, the Company has achieved no turnover and incurred a loss of Rs. 136.22 Lacs. During this year the company with herculean efforts have cleared all the secured loans by selling the property to M/s.Chitra Constructions. The said company tias also cleared Income Tax dues and we are yet to receive the clearance from IT department for the same. As soon as we receive the clearance, we shall be transferring the Land &. Building in as-is-where condition to M/s.Chitra Constructions. As on date the amount received from Chitra Constructions towards settlement of dues of banks and Income Tax are reflected as unsecured loans. Since, the secured loans have been cleared by the company there is no outstanding reflected under the head secured loans. During the current year, after receipt of clearance from Income Tax Department, we shall be effecting sale of the property in favour of Chitra Constructions Pvt. Ltd.

CORPORATE GOVERNANCE:

Your company is always committed to transparency in governing the company. A detailed report on corporate governance is enclosed with this annual report for your information. A certificate issued by M/s.A.K.Rajagopalan & Co., Chartered Accountants with regard to compliance of clause 49 of the listing agreement entered with the stock exchanges also forms part of the annual report.

DIRECTORS

Shri.T. Ranganathan, Director retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS REPONSIBILITY STATEMENT:

(Pursuant to Section 217 (2AA) of the Companies Act, 1956)

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material deviation there from.

- Reasonable and Prudent accounting policies have been applied in the preparation of financial statements that they have been consistently applied and that reasonable and prudent judgement and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the company as on 31st of March 2010 and of the Profit for the 12 months period ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- The financial statements have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your company has not accepted deposits from the public during the year.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION:

Your Company has substantially complied with applicable Environmental laws and Labour Laws. It has expended substantial resources, both financial and managerial, in complying with the relevant laws and has taken all reasonable measures to protect the environment, to ensure safety and health of the workers.

PERSONNEL:

The Company as you are aware was facing an extra ordinary situation whereby all the employees of the company were given notice and terminated by settling all their statutory dues. The Company had promised to reabsorb them if necessary at a later date once the matter regarding settlement of dues to secured creditors has been resolved.

AUDITORS

M/s.A.K.Rajagopalan & Co., Chartered Accountants, New No.18, Old No.84, Luz Avenue, Mylapore, Chennai 600 004,the Auditors of the company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Particulars required to be disclosed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto and the same forms part of this report. (Annexure I)

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) AMENDMENT RULES 2002.

The Provisions of Section 217 (2A) of the Companies Act, 1956 and rules thereof are not applicable as not employees was in receipt of the remuneration to the extent laid down therein.

ACKNOWLEDGEMENTS:

We are thankful to our Bankers for the co-operation and assistance rendered by them. The Board places on record their thanks to the stakeholders, shareholders and customers for the confidence reposed by them in the Company and their appreciation for the services and untiring efforts of the employees at all levels, which has helped the company to achieve the results.

By Order of the Board

For WELLWIN INDUSTRY LTD.

Sd/-

Place: Chennai R.RAJAGOPALAN

Date: 29.10.2010 MANAGING DIRECTOR

---

Mar 31, 2009

The Board of Directors of Wellwin Industry Ltd. have pleasure in presenting the Thirteenth Annual Report of your Company for 12 months period ending 31st of March 2009 together with Audited Statement of Accounts.

PERFORMANCE AT A GLANCE:

Rs. in Lacs Rs. In Lacs PARTICULARS 12 months period ending 12 months period ending 31st of March 2009 31st of March 2008

Profit before Depreciation and Tax (158.30) (130.60)

Less: Depreciation 40.44 317.16

Profit After Depreciation (198.74) (447.76)

Provision for Taxation Nil 56.93

Amount available for Appropriation (198.74) (504.69)

Profit brought forward from previous year (4072.16) (4084.43)

Total amount available for appropriation (6459.51) (4589.12)

APPROPRIATION

Transfer to General Reserve Nil Nil

Provision for equity dividend Nil Nil

Surplus carried to Balance Sheet (6459.51) (4589.12)

Total amount appropriated Nil Nil

DIVIDEND:

In view of the loss suffered by the Company during the year, your Directors have not recommended dividend for this year.

BUSINESS OPERATIONS:

During the year under review, the company has achieved a turnover of Rs.37.48 Lacs and a net loss of Rs. 1987.35 Lacs.

During the year under review, the company received notices from the Banks financing the funding requirements recalling the entire amount due to them. Since, the company did not have adequate assets to settle the dues, the Board of Directors of the Company took a decision to approach the bankers for one time settlement of dues taking into consideration the realizable value of the fixed assets available with the company in the form of Land, Building and Plant & Machinery. Since, substantial portion of the fixed assets are being disposed off, the share holders permission was obtained in April 2007 by way of Postal Ballot which has authorised the Board of Directors of the Company to sell the Land and Building and Plant & Machinery to settle the dues of the bank.

Accordingly, the Board of Directors had approached the Banks for one time settlement. The Banks namely, Bank of India and Union Bank of India agreed to the Proposal of the Company for One time settlement of dues. The Company then received offers from various intending purchasers for sale of its land. After due diligence entered into a Memorandum of Understanding with M/s.Chitra Constructions Pvt. Ltd. for sale of Land belonging to the company. The above company should have settled the entire dues of both the above banks on or before 31st of March 2008. M/s.Chitra Constructions Pvt. Ltd. had also entered into a Memorandum of Understanding for purchase of Land belonging to M/s.Alcaste India Ltd., which is a 100% subsidiary of M/s.Wellwin Industry Ltd. has also become a Non-Performing asset and the concerned banks have recalled the advances extended to the company. M/s.Chitra Constructions Pvt. Ltd had settled the dues of secured creditors of both the banks with respect to M/s.Alcaste India Ltd. but due to reasons best known to them have not settled some balance consideration due to M/s.Wellwin Industry Ltd. under the said arrangement by means of which the company should have paid the dues of the banks to a certain extent. The company had taken up the matter with the proposed purchaser time and again but no response was forthcoming. Hence, the company has taken a decision to proceed legally for specific performance of the contract. Subsequently, due to pressure applied by the Company, a Memorandum of Agreement through the Honourable High Court of Chennai has been arrived at wherein M/s.Chitra Constructions Pvt. Ltd. has agreed to settle the dues of the company.

Asa part of the Memorandum of Understanding with M/s.Chitra Constructions Pvt. Ltd. we have closed all the operations of the company temporarily effective from 15.12.07 and effected settlement of statutory dues to all the workers. As soon as the settlement takes place with banks, we have further plans to start production elsewhere in a small scale and develop the company.

CORPORATE GOVERNANCE:

Your Company is always committed to transparency in governing the company. A detailed report on corporate governance is enclosed with this annual report for your information. A Certificate issued by M/s. A. K. Rajagopalan &Co., Chartered Accountants with regard to compliance of clause 49 of the listing agreement entered with the stock exchanges also forms part of the annual report.

DIRECTORS

Shri.R.Kalyanaraman, Director retires by rotation in the forth coming Annual General Meeting and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

(Pursuant to Section 217 (2AA) of the Companies Act, 1956)

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material deviation there from:

- Reasonable and Prudent accounting policies have been applied in the preparation of financial statements: that they have been consistently applied and that reasonable and prudent judgement and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the company as on 31st March 2009 and of the profit for the 12 months period ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- The financial statements have been prepared on a going concern basis.

PUBLIC DEPOSITS

Your company has not accepted deposits from the public during the year.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION:

Your Company has substantially complied with applicable Environmental laws and Labour Laws .It has expended substantial resources, both financial and managerial, in complying with the relevant laws and has taken all reasonable measures to protect the environment, to ensure safety and health of the workers.

PERSONNEL:

The company as you are aware was facing an extra ordinary situation whereby all the employees of the company were given notice and terminated by settling all their statutory dues. The Company had promised to reabsorb them if necessary at a later date once the matter regarding settlement of dues to secured creditors has been resolved.

AUDITORS

M/s. A.K.Rajagopalan & Co, Chartered Accountants, New No.18, Old No.84, Luz Avenue, Mylapore, Chennai 600 004, the Auditors of the company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Particulars required to be disclosed under the Companies (Disclosure of particulars in the Report of the board of directors) Rules, 1988 are annexed hereto and the same forms part of this report. (Annexure I)

INFORMATION UNDER SCTION 217(2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) AMENDMENT RULES 2002.

The Provisions of Section 217(2A) of the Companies Act, 196 and rules thereof are not applicable as no employees was in receipt of remuneration to the extent laid down therein.

ACKNOWLEDGEMENTS:

We are thankful to our Bankers for the co-operation and assistance rendered by them. The Board places on record their thanks to the stakeholders, shareholders and customers for the confidence reposed by them in the company and their appreciation for the services and untiring efforts of the employees at all levels, which has helped the Company to achieve the results.

By Order of the Board For WELLWIN INDUSTRY LTD.

Sd/- Place: Chennai R.RAJAGOPALAN

Date: 31.10.09 MANAGING DIRECTOR