Dear Members,



Your Directors present the 101st Annual Report and the Audited Statement of

Accounts of the Company for the Year ended March 31, 2013.



These statements are presented on the same basis as in previous year and not with

reference to Companies Act, 2013 pursuant to the directive in circular No.8/2014 dated 4th

April 2014 issued by the Ministry of Corporate Affairs, New Delhi.



The Highlights of the financial performance for the year ended under review are as

below:-





1. Financial Highlights





  


    


    


    
(Rs Lakhs)

  

  


    
Particulars

    
Year ended March 31, 2013

    
Year ended March 31, 2012

  

  


    
Total Income

    
4927

    
6578

  

  


    
Expenditure

    
6508

    
6749

  

  


    
Gross Profit/(Loss)

    
(1581)

    
(171)

  

  


    
Taxation

    
(111)

    
185

  

  


    
Profit Loss) for the year

    
(1470)

    
(356)

  





As your Company has accumulated losses, your Directors are unable to recommend any

dividend for the year ended March 31, 2013.





Finance:



IL& FS Financial Services Limited, a Lender, (your Company had availed a term loan

of Rs.50,70,00,000/-) had filed a Winding up Petition against your Company, for default in

payment of dues, before the Hon'ble High Court of Madras, which had passed an order on

31.10.2013 against your Company appointing Provisional Liquidator. The Hon’ble Court,

after considering the Affidavit filed by your Company, granted, on 21.11.2013, a Stay of

its order dated 31.10.2013. Your Company has proposed a Statement of Repaying Schedule and

is making payments accordingly to IL & FS Financial Services Limited.





2. Performance of various Divisions of the company



2.1 Pump Division, Chennai



The order inflow for pumps in the financial year 2012-13 continued to be robust and the

order booking in the industrial segment grew by a healthy 30% when compared to the

financial year 2011-12. The revenue for the year 2012-13 was lower primarily because large

infrastructure projects both in the government and private sector were shelved/deferred

due to various reasons. The EBITDA margins continued to be good and was at a healthy 17 %

for the financial year.



Your company continues to be a preferred supplier of pumps to the Indian Navy and

expects to benefit from the Navy’s growth plan and its emphasis on greater

indigenisation in the coming years. Your company made fresh forays into the steel sector

by bagging orders from different Engineering Procurment Construction (EPC) contractors for

various steel plants. The order book position continues to be healthy and the division is

expected to perform well in the current year.





2.2 Chennai Foundry



The performance of the foundry division during this period has been affected severely

by the steep market drop and the resultant lower sales and production. The foundry

continued to face numerous challenges due to negative growth of the OEM market, uncertain

power scenario, and sharp increase in raw material and power prices, which were not

adequately compensated by the customer. The division continued to produce the Non Ferrous

castings needed to meet the in-house requirement of the pump division. With the

improvement in power supply scenario and the bounce back of the automotive sector, the

unit is expected to increase production levels and generate increased revenue in the

coming years.





2.3 Machinery Manufacturing Division



The electrical machine factory has bagged repeat orders from the railways for making

4.5 Kw and 25 Kw alternators and has a healthy order book. The division achieved sales

revenue of Rs.2.09 Cr and it is expected that the division would make a higher turnover in

the coming year.



Plug and Socket Unit achieved a sales turnover of Rs.1.5 Crore. As the Power Sector

unit is on the growth path, the performance of this unit is expected to improve

substantially over the coming years.





2.4 Fabrication Division



The division has met the in-house fabrication requirements of the pump division and the

machinery manufacturing division. It is expected that the division will be able to achieve

optimum levels of production in the next few years.





2.5 Bangalore Pump Factory



The division achieved net sales of Rs 3.47 Crore and a PBT of Rs.23 Lakhs in this

financial year. To cater to the growing needs of the transformer manufacturers, the

division has put greater emphasis on manufacture of transformer oil pumps and expects to

grow its turnover and profitability in the coming years.





3. Fixed Deposits



No Fixed Deposits have been accepted by the Company. There was no outstanding deposit

at the close of the financial year.





4. Accounts of Subsidiaries



As per the Circular issued by the Ministry of Corporate Affairs, Government of India,

exemption has been granted to all Companies from attaching the Accounts of the Subsidiary

Companies, however, a statement showing the particulars about the performance of the

Subsidiary Companies forms part of this Annual Report. Your Company undertakes that the

Annual Accounts of the Subsidiary Companies and related information will be made available

to the Members of the Company, if such request is made by them. The Annual Accounts of the

Subsidiary Companies are also available for inspection at the Registered Office of the

Company.





5. Performance of Subsidiary Companies



5.1 Best & Crompton Apparels Limited



This Subsidiary, due to lack of firm orders and working capital, had to suspend

operations from April 1, 2012. However, in the recent trend, the market has shown the

signs of recovery and there is potential demand for such products. As such, your company

is considering the revival of the existing business and is under discussion with strategic

investors for augmenting working capital requirements and restart operations of the unit,

besides infusion of funds to the satisfaction of Debts Recovery Tribunal, Chennai, whereat

the recovery proceedings initiated by the Lenders against the Company are pending.



The Company at this stage, is examining the various options, viz: revival of the

operations of the subsidiary company by identifying a strategic partner or lease out the

unit to an International Brand apparel manufacturer.





5.2 B & C Machinery Limited



The subsidiary is at the final stage of completion of the project. The delay caused was

due to several factors. As a means of revival, the company has submitted a comprehensive

proposal to the bankers and to commence commercial production within a time frame despite

reference to Debts Recovery Tribunal, Chennai, whereat the recovery proceedings initiated

by the Lenders against the Company are pending.



The Company, at this stage, is examining the various options, viz: possible

disinvestment of equity shares held by the company in the said subsidiary company or

possible revival by the operations of the subsidiary company by identifying a suitable

strategic investor.





5.3 Crombest Precast Buildings Limited



In terms of market analysis, the potential demand for the existing products is on the

increase and thus your company is contemplating the revival of the existing business.The

company is in discussions with the potential investors for augmenting working capital

requirements of the company. Besides, a comprehensive proposal is being made to the

bankers for reschedulement/ restructuring/settlement of their dues to the satisfaction of

Debts Recovery Tribunal, Chennai whereat the recovery proceedings initiated by the Lenders

against the Company are pending.





5.4 B & C Tech. Services Limited



Since the market conditions are not conducive, it would be wise not to infuse funds

into this project at this juncture. A creditor has filed a petition for winding up of the

company and the High Court has appointed, under it’s Order dated 08.09.2014, the

Official Liquidator as Provisional Liquidator to take charge of the assets of the Company

and the Company is under Liquidation proceedings.





6. Delisting



The Madras Stock Exchange has since dropped the listing and trading of shares including

the equity shares of the Company. While the shares are listed in the Bombay Stock Exchange

Limited it has suspended the listing and trading and dealing of the Company’s shares

due to nonfulfilment of the listing requirements. Corrective steps are being initiated.





7. Directors



Mr. M. Sinivasan retires by rotation and being eligible offers himself for

re-appointment.



Mr. S.V.Venkatesan retires at this Annual General Meeting. It is proposed to appoint

him as an Independent Director of the Company, not liable to retire by rotation, for a

term of five consecutive years upto 31st March, 2019.



Mr. K.Prakash holds office upto this Annual General Meeting. It is proposed to appoint

him as an Independent Director of the Company, not liable to retire by rotation, for a

term of five consecutive years upto 31st March, 2019.



Mr. Ravindranath Gupta holds office upto this Annual General Meeting. It is proposed to

appoint him as an Independent Director of the Company, not liable to retire by rotation,

for a term of five consecutive years upto 31st March, 2019.



Mr. A. Annamalai, Director, resigned form the Board effective from 19th

January, 2013, Mr.N.Srinivasan resigned on 12th June 2014 and

Mr.S.Sathiyamurthy resigned on 9th October 2014. The Board placed on record the

valuable services rendered by them during their tenure as Directors of the Company.





8. Directors’ Responsibility Statement



Pursuant to the requirements under Section 217 (2 AA) of the Companies Act 1956 with

respect to the Directors' Responsibility Statement, it is hereby confirmed-



(i) that in preparation of the Accounts for the financial year from April 1, 2012 to

March 31, 2013, the applicable Accounting Standards have been followed along with proper

explanations relating to material departures;



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

consistently and made judgments and estimates that were 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 period and of the Profit or Loss of the Company for the financial period under

review;



(iii) that the Directors have taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of the Companies Act, 1956

for safe-guarding the assets of the Company and for preventing fraud and other

irregularities;



and



(iv) that the Directors prepared the accounts for the financial year from April 1, 2012

to March 31, 2013 on a 'going concern’ basis for reasons stated in note no.39 on the

accounts of the Company.





9. Audit Committee



The Audit Committee comprises of the following Directors:-





  


    
Mr. S. V. Venkatesan -

    
Chairman

  

  


    
Mr. M. Sinivasan -

    
Member

  

  


    
Mr. Ravindranath Gupta -

    
Member

  

  


    
Mr. N.Srinivasan -

    
Permanent Invitee

  







10. Corporate Governance



A separate section on Corporate Governance and a Certificate from the Auditors of the

Company regarding compliance of conditions of Corporate Governance, as stipulated by the

Listing Agreement with the Stock Exchanges, form part of the Annual Report for the

financial year ended March 31, 2013. The Management Discussion and Analysis Report is also

enclosed.





11. Auditors



The Auditors, CNGSN & Associates LLR Chartered Accountants, Chennai, retire at the

ensuing Annual General Meeting and it is proposed to appoint the reconstituted firm viz

CNGSN and Associates LLP, Chartered Accountants, Chennai, as auditors for the ensuing

financial year 2013-14.



With reference to the observations in the Auditors’ Report, the relevant financial

notes on investment in subsidiaries, loans and advances including provision for doubtful

debts and advances are self explanatory.



Further, the Companies’ ability to carry on its business as a ’going concern'

has also been amplified in the appropriate financial note.



With reference to the observations in the Auditors’ Report of the Subsidiaries,

the Board of the respective subsidiaries have adequately respondend to the observations in

their report.





12. Personnel



Particulars of Employees



The information required under Section 217(2A) of the Companies Act, 1956 and the Rules

made thereunder would be made available to the Members on request.



The particulars required pursuant to Section 217(2A) of the Act read with the Companies

(Particulars of Employees) Rules, 1975 as amended forms part of this Report. However, in

terms of the provisions of Section 219(l)(b)(iv) of the Act, the Directors' Report

(excluding the Statement of Particulars of Employees) is being sent to all the

shareholders of the Company. Any shareholder interested in obtaining a copy of the said

Statement may write to the Registered Office of the Company.





13. Conservation of Energy, Research & Development, Technology Absorption, Foreign

Exchange Earnings and Outgo



There is no material development to report relating to conservation of Energy, Research

& Development and Technology Absorption, as required under Section 217 (1) (e) of the

Companies Act, 1956. Information pertaining to Foreign Exchange Earnings and Outgo are as

contained in Item Nos. 32 and 33 of the Notes on Accounts respectively.





14. Acknowledgment



The Board places on record its appreciation to the Bankers to the Company and its

Subsidiaries for their continued support. The Board also places on record its appreciation

for the guidance and support extended by host of consultants and advisors. The Board

acknowledges gratefully the continuing relationship with customers and business partners.

Your Directors express their appreciation of the co-operation and assistance extended by

the Central Government and the State Governments and the various Governmental Agencies.

The forbearance and support of shareholders and the co-operation of employees are

gratefully acknowledged.





  


    


    
For and on behalf of the Board of Directors

  

  


    
Chennai

    
M. Sinivasan

  

  


    
December 15, 2014

    
Chairman