To

The Members of Jyoti Limited

The Directors present this 72^nd (SEVENTY SECOND) ANNUAL REPORT and Audited Accounts for the year ended on 31^st March, 2016.

FINANCIAL RESULTS

(Rs. in Lacs)

2015-16 2014-15

OPERATIONS

A. PERFORMANCE

1. The Net Sales of the Company for the year ended on 31^st March, 2016 was marginally lower at Rs. 212.43 crores as compared to Rs. 234.79 crores of the previous year.

2. Despite orders worth more than Rs. 700 crores in hand, the sales remained lower as the Company not being able to execute its orders due to paucity of funds to pay to the banks in time, resulting in devolvement of Letters of Credit, further restricting the availability of Non Fund Based facilities from banks, which forms an integral part of business terms of your Company.

3. The cost of material consumed for the year stood at Rs. 158.40 crores (75% of sales value) as compared to Rs. 199.27 crores (85% of sales value) during the previous year. The substantial reduction in the material cost was due to the close monitoring of the execution of orders resulting in higher contribution.

4. The Employee benefits expenses were Rs. 3081 Lacs as compared to Rs. 3278 Lacs during previous year, mainly on account of rationalization of manpower.

5. Reduction in material consumption coupled with lower overheads resulted in your Company achieving a positive EBITDA after a gap of two years. The EBITDA stood at Rs. 0.89 crores compared to - Rs. 29.72 crores during the previous year.

6. The severe liquidity crunch resulted in higher Finance Cost ofRs. 75.01 crores during the year as compared to Rs. 72.73 crores during the previous year.

7. The other income stood at Rs. 384 Lacs during the year as compared to Rs. 311 Lacs during the year ended on 31^st March, 2015, mainly due to higher dividend received from the Joint Venture, Jyoti Sohar Switchgear LLC (JSSL) and interest received on Income Tax refunds.

8. The lower material cost and overheads resulted in containing the net loss for the year at Rs. 82.80 crores as compared to Rs. 113.54 crores for the previous year.

9. The cash losses of the last few years have eroded the working capital. During the year, there was a net increase in Current Liabilities by Rs. 68.24 crores. On the other hand, there was a reduction in Current Assets by Rs. 35.62 crores.

B. CURRENT OUTLOOK

The infrastructure industry, particularly in water and power segments, has not recovered as expected, resulting in delay in completion of projects and the recovery of dues, further adding to an already depleted financial position. The Company is optimistic of improvement in these sectors, which will help in speedy execution of projects and resultant collection of its dues.

The Hon’ble BIFR, in the hearing held on 5^th October, 2015, declared the Company, a Sick Industrial Company in terms of Section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 and appointed the Lead Bank, Central Bank of India as Operating Agency (OA) under section 17(3) of the Act to examine the viability of the Company and for formulating a Draft Rehabilitation Scheme (DRS) for revival of the Company with a Cut Off Date of 31^st March, 2016.

As per the directions of the Hon’ble BIFR, the Company has submitted the DRS to the OA, other consortium member banks/lenders and Hon’ble BIFR. Company’s Techno Economic Viability Study (TEV), carried out by a leading agency has been submitted to the Banks. The DRS is presently under consideration of the Banks.

The Company is very positive about its viability, in line with the DRS proposal and TEV submitted to the lenders. The Company’s ability to continue to execute its orders, despite adversities, adds confidence that Company’s financials will show a marked improvement once the DRS proposal is accepted and implemented by the lenders and the Hon’ble BIFR.

Your Company continues to strive for collection of over dues, better price and collection terms in sales orders, containing material cost, rationalization of manpower and control of overheads with bare minimum spending on capital expenditure. Your Directors are happy to report that the efforts are paying off and your Company has achieved a sales turnover of Rs. 72 crores during the first quarter of the current year (Rs. 53.64 crores during first quarter of 2015-16) and it is expected that the progression will continue during the year.

CONSOLIDATED FINANCIAL STATEMENTS

Your Company has a Joint Venture (JV) Company, Jyoti Sohar Switchgear LLC, with Omar Zawawi Establishment, Sultanate of Oman, wherein your Company holds 49% share and is jointly controlling the Company.

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standards (AS) 21- Consolidated Financial Statements and AS 27 - Interest in Joint Ventures, issued by the Institute of Chartered Accountants of India, prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The Audited Consolidated Financial Statements together with the Independent Auditor’s Report thereon are annexed and form part of this Annual Report. Being first year of preparing Consolidated Financial Statements, previous year figures have not been consolidated.

Jyoti Sohar Switchgear LLC is located in Sohar Industrial Estate, Sohar, Sultanate of Oman and manufactures medium voltage metal-clad switchgear for 12kV system and relay and control panels.

In consolidation of statements, your Company has considered its share of total revenues amounting to Rs. 22.93 crores and total assets amounting to Rs. 20.40 crores. The Company’s share of net profit of Rs. 4.78 crores is included in the Consolidated Financial Statements.

DIVISIONAL PERFORMANCE A. ENGINEERED PUMPS & PROJECTS DIVISION

During the year under review, Engineered Pumps & Projects Division (EPPD) continued to face challenges of the difficult economic market conditions. Even though the division could witness a marginal improvement in the funds released by various Government departments for the ongoing projects, the infrastructure companies continued to be under stress, who are the major customers for EPPD. The division was caught in a vicious circle of recovery and progress, which were interlinked. The challenges were multifold to pass through the year smoothly. However, against all odds the division remained the major contributor in sales of about 54% of the Company’s turnover. The division has also managed to move into the next financial year with a pending order position of more than Rs. 600 crores.

Continuing its presence in the Irrigation Sector, the division has received a major order from M/s DRN Infrastructure for Tubchi Bableshwar Lift Irrigation Scheme under Karnataka Neeravari Nigam Limited for supply of 5 Nos. Metal Volute Pumps each of 5 MW with motors and allied electromechanical equipments including 220 kV substation and transmission line on a turnkey basis, which includes design, engineering, supply, erection, commissioning and operation & maintenance for 5 years. Similarly, the division also received orders for 33 Nos. of large pumps from Megha Engineering & Infrastructures Limited for Somashila Lift Irrigation Scheme in Andhra Pradesh and Yettinahole Lift Irrigation Scheme in Karnataka. The division has also received repeat order for 3 Nos. each of Main Circulating Pumps and Condensate Extraction Pumps from Defense Machinery and Design Establishment (DMDE).

During the year under review, the division has successfully commissioned many large size pumps, which have added credentials and shall help the division in getting qualified for many of the future upcoming business in the country and abroad. To highlight some of the achievements, it will be out of place to mention that the company has successfully commissioned 6 Nos. Metal Volute pumps with 16000 KW motors for GLIS in the state of Telangana. This is the largest rating motor commissioned in the Irrigation Sector. The division is executing a Lift Irrigation Scheme on Kachchh Branch Canal under Sardar Sarovar Narmada Nigam Limited, which includes 3 Pumps of 6 cumecs and 3 pumps of 20 cumecs out of which the division has commissioned 3 pumps of 6 cumecs. These pumps are operating with siphon arrangement without any valves on the delivery side. The company has obtained patent for siphon system from United States and also from Indian Patent Office. The 20 cumecs pumps supplied are under erection and will be the largest capacity pumps supplied, erected and commissioned by Jyoti Limited. The division had taken orders for 40 pumps for SauniYojna packages being executed under Narmada Water Resources Department, Government of Gujarat. Two of these pumps of 1400 VM with 3200 KW motors were successfully commissioned during the year under review. This is the largest Vertical Turbine Pump designed, manufactured, supplied, erected and commissioned for Lift Irrigation Projects. Out of 40 Nos. pumps during the year under review, the division has already supplied 18 Nos. of pumps in record time. The division has also successfully commissioned Patan Kalyana pumping station under Narmada Water Resources Department, Government of Gujarat and Dongarwadi Lift Irrigation Scheme under Water Resources Department, Maharashtra. The division has commissioned Circulating Water Pumps for 1 x 500 MW NTPC Vindhyachal Thermal Power Station during the year. These pumps were designed, manufactured, supplied, erected and commissioned in record time of 6 months from drawing approval.

The division is executing a major order for Naval Dockyard with Hindustan Construction Co. Ltd., Mumbai. This project involves design, engineering, supply, erection & commissioning of 13 systems, required for dewatering and maintenance of ships. Out of this, the division has successfully commissioned and handed over 3 systems and commissioned one system during the year under review. This is the project of National Importance, where the division and the Company is proud to be associated with.

B. HYDEL

During the year, the division has maintained its average annual turnover of about Rs. 20 crores out of a carry forward order of aboutRs. 140 crores in the beginning of the year. The division has gone through a difficult phase during the year in view of environmental clearance and lack of banking support to the Hydro Sector. The division is into small hydro upto 10 MW, which is mainly controlled by private developers in the unorganized sector. In view of the challenges with regard to environmental clearance and bank approvals no new viable hydro power stations have come up during the year under review. The division continues its focus on export business and expects good orders in the next financial year.

During the year, the division has completed design and engineering activities of the prestigious order received from Sardar Sarovar Narmada Nigam Limited for 9 Nos. Turbines and Generators of 5 MW each. The division has successfully completed the model testing of 5 MW Kaplan Turbine at CKD Blansco, Czech Republic, which was witnessed and approved by officials of Tata Consulting Engineers and Sardar Sarovar Narmada Nigam Limited. The division has started their supplies during the year and expects major sales in the next financial year.

During the year, the division has received an order from Gujarat State Electricity Corporation Ltd. for supply, erection, testing and commissioning of microprocessor based electronic governor system for 2 x 2.5 MW Mini Hydro Power Station at Ukai. These machines were originally supplied by the division 20 years back and have done refurbishment of turbines and generators in the last financial year.

During the year under review, the division has successfully commissioned 4 x 2.1 MW 4-Jet Vertical Pelton machines for Cirompang Hydro Project in Indonesia. This is the first 4-Jet machine designed and manufactured with vertical generator and are working satisfactorily. The division has also commissioned 2 x 1.57 MW Francis Machines for Situmulya Hydro Project in Indonesia.

The division has successfully executed six orders in Indonesia and two orders in Vietnam and has received performance certificates from the customers. With the major thrust in Hydro sector in these countries, the division is hopeful of getting good export orders in the next financial year.

C. ROTATING ELECTRICAL MACHINES

The division’s focus continues on captive manufacturing against orders from EPPD and Hydel divisions. There has not been any significant contribution from this division as its dependence is mainly on the order book and execution of EPPD and Hydel divisions and is more in a supporting role.

During the year, the division has manufactured 7 Nos. of HT motors and generators, 45 Nos. of LT motors and 3 Nos. LT generators. Arno Converters continues to be the star product of the division.

During the year, captive power for testing large motors upto 6 MW with pumps was successfully commissioned by synchronizing two generators of 4 MW with engine. With this, the division has established capability for testing of large pumps and motors in-house up to 6 MW.

D. SWITCHGEAR

During the year under review, the Switchgear Division achieved sales of Rs. 4520 Lacs. The VCB production in terms of quantity is around 1040 Nos. and HT Switchgear Panels manufactured are 1030 Nos., which include RMU production of 106 Nos. The Switchgear division has received orders worth Rs. 5640 Lacs in the year 2015-16.

In addition to the above, some milestones have been achieved by Switchgear Division, in the Financial Year 2015-16; some of them are enumerated below:

1. Jyoti Limited bagged various 11 kV VCB panels orders from GETCO worth Rs. 1700 Lacs for 600 Nos. panels.

2. Jyoti has done export Business of Rs. 1100 Lacs and received orders worth more than Rs. 2400 Lacs from Jyoti Sohar Switchgear LLC (JSSL).

Many power, infrastructure as well as industrial projects are coming up in the next five years and hence, there will be no shortage of order for Medium Voltage Switchgear and RMU Products.

For Medium Voltage Switchgear Products, Switchgear Division has decided to do the re-certification of various products as a continuous product certification process in year 2016-17 and with the continuous thrust the requirement is bound to grow in power sector. The Company is confident of achieving better performance in the years to come.

EXPORTS

During the year under review, the Company’s exports valued at Rs. 1260.48 Lacs. The Company’s major exports are to Sultanate of Oman for Switchgear and Indonesia for Hydel Turbines.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the Public during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or provided guarantees or made any investments as prescribed under Section 186 of the Companies Act, 2013.

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

As required by Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure A forming part of this Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per Regulation 27(2) of the Securities and Exchange Board of India (SEBI), [Listing Obligations and Disclosure Requirements (LODR)] Regulations, 2015, Corporate Governance Report with Auditors’ Certificate thereon and Management Discussion and Analysis are given in Annexure B forming part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Members at the Annual General Meeting held on 10^th December, 2015 have appointed Mr. T. C. Dayal, Mr. S. S. Bhattbhatt, Mr. V. K. Gulati and Dr. R. M. Khajuria as Independent Directors of the Company to hold office for a term of 5 (five) consecutive years commencing from 30^th October, 2014 to 29^th October, 2019. During the period under review, Mr. Jayesh Verma was appointed as Chief Financial Officer of the Company.

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances, which may affect their status as Independent Directors during the year.

The Nomination and Remuneration Committee and Board of Directors at their meeting held on 28^th May, 2016 and 30^th May, 2016 respectively have approved the re-appointment of Mr. Rahul Amin as Managing Director of the Company for a period of 3 (three) years w.e.f. 25^th June, 2016, subject to the approval of Shareholders at the ensuing Annual General Meeting and also approval of Central Government.

Mr. Marut Patel retires by rotation and being eligible, seeks re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm and state that -

i In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The 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 loss of the company for that period;

iii. The Directors 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;

iv. The Directors had prepared the annual accounts on a ‘going concern’ basis;

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD MEETINGS

The Board of Directors met 8 (eight) times during the year. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this Report.

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE

The Company does not have any subsidiary.

The Company has a Joint Venture Company viz. Jyoti Sohar Switchgear LLC, Sultanate of Oman and holds 49% of the total shareholding.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company’s subsidiary in Form AOC-1 is attached to the financial statements of the Company.

WHISTLE BLOWER & VIGIL MECHANISM

The Company has established a "Whistle Blower and Vigil Mechanism Policy” for Directors, Employees and Stakeholders to report the genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and also as per the Regulation 22 read with Regulation 4(d) (iv) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015. Policy is available on the website of the Company at the web-link http://www.jyoti.com/pdf/whistle blower and vigil mechanism policy.pdf

NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company’s policy on appointment and remuneration of Directors and Key Managerial Personnel.

The said Policy may be referred to at the Company’s website at the web-link http://www.jyoti.com/pdf/nomination and remuneration policy n evaluation criteria.pdf

RISK MANAGEMENT

The details of the Risk Management and its terms of reference are set out in the Corporate Governance Report forming part of the Board’s Report.

The Risk Management Policy of the Company may be referred to at the Company’s website at the web-link http://www.jyoti.com/pdf/risk management policy.pdf

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the Company. The Company has developed and implemented Risk Management Policy of the Company to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

BOARD EVALUATION

The evaluation framework for assessing the performance of Board including the individual directors is based on the following key measures:

- Attendance and participation in the Meetings and timely inputs on the minutes of the meetings

- Adherence to ethical standards & code of conduct of Company and disclosure of non -independence, as and when it exists and disclosure of interest

- Raising of valid concerns to the Board and constructive contribution to resolution of issues at meetings

- Interpersonal relations with other directors and management

- Objective evaluation of Board’s performance, rendering independent, unbiased opinion

- Understanding of the Company and the external environment in which it operates and contribution to strategic direction

- Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential information

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board does not participate in the discussion of his / her evaluation.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are given in Annexure C forming part of this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel, etc., which may have potential conflict with interest of the Company at large.

The Policy on Related Party Transactions of the Company is uploaded on the Company’s website at the web-link http://www.jyoti.com/pdf/policy%20on related party transactions.pdf The Audit Committee reviews all related party transactions quarterly.

The particulars of contracts or arrangements with related parties given in "Form AOC-2” are given in Annexure D forming part of this Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. Ravi Kapoor & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report is appended as Annexure E forming part of this Report.

The Secretarial Audit Report for the year under review is self-explanatory and does not contain any qualification.

INTERNAL FINANCIAL CONTROLS

As per provisions of Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems/framework of internal financial controls to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks.

Your Company has established and maintained internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Based on information provided, nothing has come to the attention of Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in our internal financial controls during the year that have materially affected or are reasonably likely to materially affect, our internal financial controls.

The Company has an internal audit system, which is commensurate with the size, nature and complexity of operations of the Company. Internal audit reports functionally to the Audit Committee of Board, which reviews and approves annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function.

The Company has a detailed business-planning framework to define targets for its operations and a review mechanism enabled performance monitoring for ensuring strategic corrective actions for achievement of business targets. The Audit Committee reviews adherence to internal control systems and internal audit reports. Further, the Board annually reviews the effectiveness of the Company’s internal control system.

EQUAL OPPORTUNITY EMPLOYER

The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on "Prevention of Sexual Harassment” at the workplace. There were no cases reported under the said Policy during the year.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 (2) and 5(3) of the Companies Act, 2013 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee drawing remuneration in excess of the limits set out in the said Rules and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure F forming part of this Report.

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit & Auditors) Rules, 2014, M/s. V. H. Gandhi &Co., Chartered Accountants, Vadodara (holding Registration No. 103047W), were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 71^st Annual General Meeting until the conclusion of 73^rd Annual General Meeting subject to ratification of their appointment by the Members of the Company at the 72^nd Annual General Meeting.

Consent and Certificate from them has been received to the effect that their appointment as Statutory Auditors of the Company, if any, ratified at the ensuing Annual General Meeting would be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under.

A Resolution seeking ratification of their appointment forms part of the Notice convening the 72^nd Annual General Meeting.

The Auditors’ Report for the year under review is self-explanatory and does not contain any qualification.

COST AUDITORS

Based on the recommendation of the Audit Committee and subject to the ratification of the remuneration of the Cost Auditors by the Members of the Company, the Board of Directors of your Company has appointed the following Cost Auditors for conducting the audit of cost records of the Company for various products for the financial year 2016-17:

(i) M/s. R. K. Patel & Co., Cost Accountants - For Motors and Pumps.

(ii) M/s. Y. S. Thakar & Co., Cost Accountants - For Engineering Products such as Generators, Turbines, Switchgears and Relay panels.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS / DEVELOPMENTS

With regard to the Open Offer made by two acquirers namely Shri Lavjibhai D. Daliya and Anjani Residency Pvt. Ltd. from Surat, Gujarat, on 29^th June, 2015, the Company has filed Miscellaneous Application No. 330/2015 in Case No. 62/2014 praying the Hon’ble Board for Industrial and Financial Reconstruction (BIFR) to declare the Open Offer made by Shri Lavjibhai D. Daliya and Anjani Residency Pvt. Ltd., null and void.

At the hearing held on 15^th September, 2015 the Hon’ble Bench had passed an interim order directing all the parties to maintain status quo on the operations of the Company and Controlling stake and management, till the next date of hearing. Further, they directed that No Change of Management (COM) should take place during the pendency of the reference without the permission of the Board.

Against the order passed by the BIFR, the Acquirers filed an appeal before the Appellate Authority for Industrial and Financial Reconstruction (AAIFR). The Hon’ble Bench of AAIFR in its Order dated 13^th January, 2016 dismissed the Appeal No. 93/15 filed by the Acquirers against the Order dated 15^th September, 2015 passed by BIFR.

As per the latest SEBI status, the Acquirers through their Merchant Banker have already given a letter dated 15^th February, 2016 for withdrawal of the Open Offer made by them.

ACKNOWLEDGEM ENT

The Board of Directors take this opportunity to thank the Company’s customers, members, suppliers, bankers, associates, Central and State Governments and employees at all levels for their support and co-operation extended to the Company during the year.

On Behalf of the Board of Directors

Rahul N. Amin

Chairman & Managing Director

(DIN:00167987)

Vadodara

20^th July, 2016