OCTANT INDUSTRIES LIMITED OCTANT …...Circular No.18/2011 dated 29.04.2011,has permitted paperless...

OCTANT INDUSTRIES LIMITEDOCTANT INDUSTRIES LIMITEDOCTANT INDUSTRIES LIMITEDOCTANT INDUSTRIES LIMITED

18181818THTHTHTH ANNUAL REPORT ANNUAL REPORT ANNUAL REPORT ANNUAL REPORT Page Page Page 111

OCTANT INDUSTRIESOCTANT INDUSTRIESOCTANT INDUSTRIESOCTANT INDUSTRIES LIMITED LIMITED LIMITED LIMITED

11118888thththth ANNUAL REPORT ANNUAL REPORT ANNUAL REPORT ANNUAL REPORT 2011201120112011----2020202011112222

REGISTERED OFFICEREGISTERED OFFICEREGISTERED OFFICEREGISTERED OFFICE D.NO.A-5,1ST FLOOR,

INDIAN AIRLINES HOUSING COLONY, OPP.POLICE LINE, SECUNDERABAD-500003

ANDHRA PRADESH, INDIA



CONTENTSCONTENTSCONTENTSCONTENTS Corporate Information 03

Notice 04

Annexure to Notice 08

Directors’ Report 09

Annexure to Directors’ Report 13

Report on Corporate Governance 15

Auditors’ Certificate on Corporate Governance 25

Management Discussion & Analysis 26

Declaration on Code of Conduct 31

CEO/CFO Certification 32

Auditors’ Report 33

Balance Sheet 37

Profit & Loss Account 38

Cash Flow Statement 39

Schedules forming part of Balance sheet

Schedules forming part of Profit & Loss Account

Notes on Balance Sheet and Profit & Loss Account

Balance Sheet Abstract & Company’s General Business Profile



CORPORATE INFORMATIONCORPORATE INFORMATIONCORPORATE INFORMATIONCORPORATE INFORMATION BOARD OF DIRECTORSBOARD OF DIRECTORSBOARD OF DIRECTORSBOARD OF DIRECTORS MANMOHAN SAHU MANAGING DIRECTOR & CEO V.S.JANARDHANAM(up to 07.11.2011) DIRECTOR H.R.KUMAR(up to 24.11.2011) DIRECTOR JAGADISH PRASAD (Retd. I.A.S) DIRECTOR JYOTIRAJ PANDA DIRECTOR BRAHMANANDA ROUT (Retd. I.A.S) DIRECTOR PRADEEP KUMAR MAHAPATRA DIRECTOR INDIRA SAHU DIRECTOR

COMPANY SECRETARYCOMPANY SECRETARYCOMPANY SECRETARYCOMPANY SECRETARY SATYABRATA PADHI

AUDITORSAUDITORSAUDITORSAUDITORS M/s N. SIVA PRASAD ASSOCIATES CHARTERED ACCOUNTANT 110, AMRUTHAVILLA, RAJBHAVAN ROAD, SOMAJIGUDA, HYDERABAD – 500 082.

REGISTERED OFFICEREGISTERED OFFICEREGISTERED OFFICEREGISTERED OFFICE D.NO.A-5,1

ST FLOOR,

INDIAN AIRLINES HOUSING COLONY, OPP.POLICE LINE, SECUNDERABAD-500 003 ANDHRA PRADESH, INDIA CORPORATE OFFICECORPORATE OFFICECORPORATE OFFICECORPORATE OFFICE D.NO.A-5,1

ST FLOOR,

INDIAN AIRLINES HOUSING COLONY, OPP.POLICE LINE, SECUNDERABAD-500 003 ANDHRA PRADESH, INDIA FACTORYFACTORYFACTORYFACTORY PLOT # 65 & 66 EXPORT PROMOTION INDUSTRIAL PARK PASHAMYLARAM (V) PATANCHERU (M REGISTRAR & TRANSFER AGENTSREGISTRAR & TRANSFER AGENTSREGISTRAR & TRANSFER AGENTSREGISTRAR & TRANSFER AGENTS M/S. BIGSHARE SERVICES PVT. LTD. E/2, ANSA INDUSTRIAL ESTATE SAKI VIHAR ROAD, SAKI NAKA ANDHERI (E), MUMBAI – 72 BANKERSBANKERSBANKERSBANKERS STATE BANK OF HYDERABAD IDBI BANK LIMITED



N O T I C EN O T I C EN O T I C EN O T I C E

NOTICE is hereby given that the 18th Annual General Meeting of the Members of the OCTANT

INDUSTIRES LIMITED will be held on Saturday, 29th day of September, 2012 at 10.30 A M at Ground

Floor, Pool Side Mini Hall, Country Club ,6-3-1219,Station Road,Begumpet,Hyderabad-500016, Andhra

Pradesh to transact the following business.

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2012 and the

Profit & Loss Account for the year ended on that date together with the Reports of the

Auditors and Directors thereon.

2. To appoint a Director in place of Sri Brahmananda Rout, who retires by rotation and being

eligible, offers himself for re-appointment.

3. To appoint a Director in place of Sri Jyotiraj Panda, who retires by rotation and being eligible,

offers himself for re-appointment.

4. To appoint Auditors and to fix their remuneration and in this regard to consider and if

thought fit, to pass, with or without modifications, the following resolution as an Ordinary

Resolution:

“RESOLVED that M/s N Siva Prasad Associates, Chartered Accountants, Hyderabad,

having firm registration number 003885 S be and are hereby re-appointed as Auditors

of the Company to hold office from the conclusion of this Annual General Meeting until

the conclusion of the next Annual General Meeting of the Company on such

remuneration as fixed by the Board of Directors of the Company.”



NOTES NOTES NOTES NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND, ON A POLL, TO VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY – EIGHT HOURS BEFORE THE TIME FIXED FOR THE MEETING. A PROXY FORM IS ENCLOSED.

2. The Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956 in respect of the special business is annexed hereto.

3. The Register of Members and Share Transfer Books of the Company will remain closed from 27

th September, 2012 to 30

th September, 2012 (inclusive of both days).

4. Annual Listing Fees for the year, 2012-13 has been paid to all Stock Exchanges where shares of the Company are listed.

5. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of Board Resolution authorizing their representatives to attend and vote on their behalf in the meeting.

6. Entry to the Venue will be strictly against entry slip available at the counters at the venue and against exchange of Attendance Slip.

7. All documents referred to in the accompanying notice and explanatory statement are open for inspection at the Registered Office of the Company during office hours on all working days between 11 A M to 1 P M up to the date of the Annual General Meeting.

8. Members/proxies should bring the Attendance Slip duly filled up for attending the meeting.

9. Members are requested to bring their copies of Annual Report to the meeting.

10. In terms of the Articles of Association of the Company, Sri Brahmananda Rout and Sri Jyotiraj Panda, Directors of the Company retire by rotation in the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Information about such Directors as stipulated under Clause 49 of the Listing Agreement is contained in the Statement annexed hereto.

11. As part of “green initiative” in Corporate Governance ,Ministry of Corporate Affairs(MCA) vide

Circular No.18/2011 dated 29.04.2011,has permitted paperless compliances by recognizing communication through electronic mode to shareholders under the Companies Act,1956.Accordingly it has been decided to send all future communication from the Company including notices ,annual reports, attendance slip, proxy form etc,to the shareholders in electronic form to their registered email address. Investors are requested to update their e-mail IDs with depository participants(DP) for shares held in electronic formor with the Registrar and Transfer Agent or to the Company in case the shares are held in physical form.

BY ORDER OF THE BOARD

Sd/ Sd/ Sd/ Sd/----

Place: Secunderabad MANMOHAN SAHU Date: 04.09.2012 Managing Director



AnnexureAnnexureAnnexureAnnexure to Notice to Notice to Notice to Notice

Brief Details of Directors seeking reappointment at this Annual General Meeting (Pursuant to Clause 49 of the Listing Agreement)

Name of the Director Sri Brahmanda Rout Sri Jyotiraj Panda

Date of Appointment 03.05.2010 03.05.2010

Date of Birth 19.05.1943 16/11/1965

Qualification M.A,I.A.S(Retd) Cost & Chartered Accountants

Expertise in specific functional areas General Administration Accounts & Finance

List of companies in which Directorship is held as on 31.03.2012

Nil 1

Chairman / Member of the Committees of other companies on which he is a Member as on 31.03.2012

Nil Nil

• The Committees include the Audit Committee and the Shareholders’/Investors’ Grievance Committee.



D I R E C T O R SD I R E C T O R SD I R E C T O R SD I R E C T O R S’’’’ R E P O R TR E P O R TR E P O R TR E P O R T

To The Members, Octant Industries Limited The Board of Directors of your Company has pleasure in presenting the 18

th Annual Report together

with the Audited Accounts for the Year ended on 31st March 2012.

FINANCIAL RESULTSFINANCIAL RESULTSFINANCIAL RESULTSFINANCIAL RESULTS

For the Year ended 31st March

(` in Lakhs)

Particulars 2012201220122012 2011201120112011

Sales and Other Income 5645.745645.745645.745645.74 5577.265577.265577.265577.26 Profit Before Interest and Depreciation 679.96679.96679.96679.96 620.47620.47620.47620.47 Interest & Finance Charges 224.64224.64224.64224.64 157.38157.38157.38157.38 Depreciation 261.80261.80261.80261.80 274.89274.89274.89274.89 Profit before Tax 193.52193.52193.52193.52 188.20188.20188.20188.20 Less: Provision for Taxation Current Tax 35.4235.4235.4235.42 18.8118.8118.8118.81 Deferred Tax 181.65181.65181.65181.65 8.558.558.558.55 Net Profit After Tax ----25.5925.5925.5925.59 160.84160.84160.84160.84 Balance b/f from previous year 283.27283.27283.27283.27 161.81161.81161.81161.81 Total 257.68257.68257.68257.68 322.65322.65322.65322.65 Transferred on demerger ---- (39.38) (39.38) (39.38) (39.38) Balance carried to Balance Sheet 257.68257.68257.68257.68 283.27283.27283.27283.27

OPERATIONSOPERATIONSOPERATIONSOPERATIONS Your Directors are pleased to inform you that the Company recorded a turnover of Rs. 5621.56 Lakhs during the year under review as against Rs.5555.86 Lakhs in the previous year and thus, registering a marginal increase in turnover due to good realization in agri division business. The net profit after provision for tax is Rs.(25.59)Lakhs as against Rs.160.84 Lakhs in the previous year on account of making provision for deferred tax liability. DIVIDEND DIVIDEND DIVIDEND DIVIDEND Your Directors decided to conserve the resources for implementing the power projects and accordingly, they have not proposed any dividend for the year under review. The internal accruals has been ploughed back in the system in order to implement forthcoming power project.

PROSPECTSPROSPECTSPROSPECTSPROSPECTS Your Directors are confident of reporting much improved performance in the current year as the economy is bouncing back from the sudden slow down experienced during the year under review due to slowdown of economy because of high inflation. FUTURE PLANSFUTURE PLANSFUTURE PLANSFUTURE PLANS Your Company is in the process of setting up a 10 MW Biomass Power Plant at sambalpur in the State of Orissa at a project cost of `. 57.5 Crores.The Project has been appraised by State Bank of Hyderabad and Power Finance Corporation Limited, New Delhi. The Company has obtained all the approvals from the Statutory Authority required for the same.

DIRECTORS DIRECTORS DIRECTORS DIRECTORS In terms of provisions of Section 255 and 256 of the Companies Act, 1956, Sri Brahmanda Rout, Directors and Sri Jyotiraj panda, Directors of the Company will retire at the ensuring Annual General Meeting and being eligible, offered themselves for reappointment.



Sri V.S.Janardhanam , Independent Director of the Company have ceased from the official directorship due to his sudden demise because of a road accident w.e.f 07.11.2011 and Sri H.R.Kumar, Independent Director have resigned due to his migration outside India w.e.f 24.11.2011.The Board places on record its appreciation for the services rendered during his tenure with the Company AUDIT COMMITTEE AUDIT COMMITTEE AUDIT COMMITTEE AUDIT COMMITTEE During the Period under review, the Audit Committee of the Board was reconstituted by the members of The Board in their meeting held on 08-11-2011. Sri Jyotiraj Panda has been appointed as a Chairman of the Audit Committee and Shri Jagadish Prasad, Director have been appointed as a member of the Audit Committee. Shri H.R.Kumar, Director and Member of the Audit Committee have resigned w.e.f 24.11.2011. SHIFTING OF REGISTERED OFFICESHIFTING OF REGISTERED OFFICESHIFTING OF REGISTERED OFFICESHIFTING OF REGISTERED OFFICE Your Company has passed a special resolution for shifting of Registered Office from the State of Maharashtra to the State of Andhra Pradesh through Postal ballot held on 3rd May, 2011.A Petition to the Hon’ble Company Law Board ,Western Region, Mumbai Bench for confirmation of the special resolution shifting the registered office has been filed and the Hon’ble Company law Board have given the Order dated 24:08:2011. FURTHER ISSUE OF EQUITYFURTHER ISSUE OF EQUITYFURTHER ISSUE OF EQUITYFURTHER ISSUE OF EQUITY SHARE SHARE SHARE SHARES S S S Your Company has increased its paid up Capital by way of Further Issue of 56,52,174 Equity Shares of Rs. 10/- each with a premium of Rs. 13/- per share to the promoter and non-promoters of the Company as listed below.

The above shares are Listed in Pune Stock Exchange and Ahmadabad Stock Exchange vide letter No.PSE/L-473/2012/2906 Dated 27/03/2012 and Letter No ASEL/2011-12/869 dated 21/03/2012 respectively. LISTING OF SHARESLISTING OF SHARESLISTING OF SHARESLISTING OF SHARES The Equity shares of your Company are listed on Pune Stock Exchange and Ahmadabad Stock Exchange. The shares of Company are being traded on BSE (Indonext ). CORPORATE GOVERNANCECORPORATE GOVERNANCECORPORATE GOVERNANCECORPORATE GOVERNANCE A Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. As per the requirements of the said Clause, a Certificate from the Auditors, M/s N Siva Prasad Associates confirming compliance with the conditions of Corporate Governance is annexed to this Report.

Sl. No.Sl. No.Sl. No.Sl. No. Name of InvestorName of InvestorName of InvestorName of Investor Number of SharesNumber of SharesNumber of SharesNumber of Shares

Amount in Rs./Amount in Rs./Amount in Rs./Amount in Rs./---- ReceivedReceivedReceivedReceived

1 Chittaranjan Sahu(Promoter) 1171789 26951147 2 Rupiya Paisa Fininvest Consultancy

Private Limited (Non Promoter)

2240193 51524439

3 Mahanadi Investment Advisory Services Private Limited (Non Promoter)

2240192 51524416

TotalTotalTotalTotal 5652174565217456521745652174 130000002130000002130000002130000002



MANAGEMENT DISCUSSION AND ANALYSIS MANAGEMENT DISCUSSION AND ANALYSIS MANAGEMENT DISCUSSION AND ANALYSIS MANAGEMENT DISCUSSION AND ANALYSIS The Annual Report also contains a separate section on the Management Discussion and Analysis which is a part of the Directors’ Report.

PARTICULAR OF EMPLOYEESPARTICULAR OF EMPLOYEESPARTICULAR OF EMPLOYEESPARTICULAR OF EMPLOYEES No statement giving particulars as required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, annexed hereto since none of the employees of the Company are in receipt of remuneration in excess of the limits specified therein during the year under review. PERSONNELPERSONNELPERSONNELPERSONNEL Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. The relationship between the management and staff was very cordial throughout the year under review. Your directors take the opportunity to record their appreciation for the co operation and loyal services rendered by the employees. SUBSIDIARIESSUBSIDIARIESSUBSIDIARIESSUBSIDIARIES Your Company have following subsidiaries namely

1) Swarnajyothi Agro & Exports India Private Limited 2) RPVS Renewable Energies Private Limited.

Since then no activity has been carried out in the following subsidiaries.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGEENERGY, TECHNOLOGY AND FOREIGN EXCHANGEENERGY, TECHNOLOGY AND FOREIGN EXCHANGEENERGY, TECHNOLOGY AND FOREIGN EXCHANGE The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Directors of particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure.

AUDITORSAUDITORSAUDITORSAUDITORS M/s N Siva Prasad Associates, Chartered Accountants, Hyderabad, the retiring Auditors of the Company retire at the conclusion of the ensuing annual General Meeting. They have signified their willingness to accept reappointment and have further confirmed their eligibility under section 224 (1B) of the Companies Act, 1956.

PUBLIC DEPOSITSPUBLIC DEPOSITSPUBLIC DEPOSITSPUBLIC DEPOSITS During the year under review, the Company has neither invited nor accepted any deposits from public within the meaning of Section 58 (A) of the Companies Act, 1956.

DIRECTORS’ RESPONSIBILITY STATEMENTDIRECTORS’ RESPONSIBILITY STATEMENTDIRECTORS’ RESPONSIBILITY STATEMENTDIRECTORS’ RESPONSIBILITY STATEMENT In terms of the provisions of section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:

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

2. That 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 true and fair view of the state of affairs of the company at the end of the financial year and of the profit & loss account of the company for that period.



3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguard the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTSACKNOWLEDGEMENTSACKNOWLEDGEMENTSACKNOWLEDGEMENTS Your Directors gratefully express their gratitude to the customers, suppliers, banks, stock exchanges, Government Departments and agencies for their assistance and cooperation. Your Directors also wish to place on record their deep sense of appreciation for the efficient and dedicated services rendered by the employees at all levels and acknowledge their contribution in the creditable performance of the Company during the year.

For and on Behalf of the Board

Sd/Sd/Sd/Sd/----

Manmohan Sahu Chairman & Managing Director

Place: Secunderabad Date: 04.09.2012



Annexure to the Directors’ ReportAnnexure to the Directors’ ReportAnnexure to the Directors’ ReportAnnexure to the Directors’ Report FORM FORM FORM FORM –––– A A A A (See Rule 2)

Form for Disclosure of particulars in the respect to conservation of energy

a. Energy conservation measures taken during the year: During the year, a host of energy conservation measures were taken.

b. Proposals being implemented for reduction of consumption of energy Installation of some equipment is being considered. c. Impact of measures at a and b above for reduction of energy consumption and consequent impact on cost of production of goods:

Measures undertaken during the year have resulted in marginal reduction of power consumption. d. Total energy consumption and energy consumption per unit as per Form A

Power & Fuel ConsumptionPower & Fuel ConsumptionPower & Fuel ConsumptionPower & Fuel Consumption 2011201120112011----12121212 2010201020102010----11111111

a. Electricity Pura. Electricity Pura. Electricity Pura. Electricity Purchasedchasedchasedchased

Units 273250 263623

Total amount (`) 1776125 1647643

Unit rate (`) 6.50 6.25

b. Own Generationb. Own Generationb. Own Generationb. Own Generation

Through Diesel Generator

Units 51997 142950

Units per litre of diesel 5 5.5

Oil cost per unit (`) 8 7.13

c. Wood (Steam Gc. Wood (Steam Gc. Wood (Steam Gc. Wood (Steam Generation)eneration)eneration)eneration)

Quantity (MT) 950 811

Cost (`) 2612500 2027500

Average rate / MT (`) 2750 2500

CONSUMPTION PER MT OF PRODUCTIONCONSUMPTION PER MT OF PRODUCTIONCONSUMPTION PER MT OF PRODUCTIONCONSUMPTION PER MT OF PRODUCTION

Electricity (Units) 100 100

Castor Oil Derivatives 1MT 1MT



Form – B

Research and DevelopmentResearch and DevelopmentResearch and DevelopmentResearch and Development Form for disclosure of particulars with respect to technology absorption

Technology absorption adaptation and innovation No technology - indigenous or foreign is involved Research and development (R&D) No research and development was carried out Specific areas in which R&D was carried out by the Company NIL Benefits derived as a result of the above NIL Future plan of action Yet to be decided Expenditure on R&D NIL

FORM FORM FORM FORM ---- C C C C

Particulars of Foreign Exchange Earning and Outgo (On cash basis)

(` In Lakhs) ParticularsParticularsParticularsParticulars 31.03.201231.03.201231.03.201231.03.2012 31.03.20131.03.20131.03.20131.03.2011111 Foreign currency earnings 732.24 217.54 Foreign currency expenditure Nil Nil Foreign currency outgo Nil Nil

For and on Behalf of the Board

Sd/Sd/Sd/Sd/---- Manmohan Sahu Chairman & Managing Director Place: Secunderabad Date: 04.09.2012



REPORT ON REPORT ON REPORT ON REPORT ON CCCCORPORATE GOVERNANCEORPORATE GOVERNANCEORPORATE GOVERNANCEORPORATE GOVERNANCE

1.1.1.1. Company’s Philosophy on Code of Governance Company’s Philosophy on Code of Governance Company’s Philosophy on Code of Governance Company’s Philosophy on Code of Governance

Octant Industries Limited philosophy on corporate governance envisages the attainment of the highest levels of transparency, accountability and equity, in all aspects of its operations, and in all its interactions with its Shareholders, Employees, and the Government. Octant believes that all its operations and actions must serve the underlying goal of enhancing overall Shareholder value, over a sustained period of time.

2.2.2.2. Board of DirectorsBoard of DirectorsBoard of DirectorsBoard of Directors a. Composition:

The Board of Directors has the strength of Eight Directors. The composition of the Board is in conformity with the Listing requirements. The details are as under.

SSSSllll No No No No NameNameNameName DesignationDesignationDesignationDesignation CategoryCategoryCategoryCategory 1 Manmohan Sahu Chairman &

Managing Director Executive/Non-Independent Director

2 V S Janardhanam (up to 07.11.2011)

Director Non-Executive/Independent Director

3 Jagdish Prasad Director Non-Executive/Independent Director 4 Jyotiraj Panda Director Non-Executive/Independent Director 5 Brahmananda Rout Director Non-Executive/Independent Director 6 H.R.Kumar(up to

24:11:2011) Director Non-Executive/Independent Director

7 Pradeep Kumar Mahapatro

Director Non-Executive/ Non-Independent Director

8 Indira Sahu

Director Non-Executive /Non-Independent Director

b. Board Meetings

Being the apex body, the Board plays a pivotal role in ensuring good corporate governance. The Board members provide valuable advice to the Management. Detailed notes providing information on each items of business to be transacted at the meeting are circulated with agenda papers. The draft minutes of the proceedings of the meetings are circulated to all Directors and confirmed at the subsequent Board meeting.

c. Details of Board Meetings

The Board meetings were held at least once in every quarter and the time gap between two meetings did not exceed four months. During the year under review, the Board of Directors of the Company met 12 times on 2nd May, 2011, 14th June, 2011, 10th August, 2011, 05th September, 2011,08th September,2011, 08th November,12th November, 2011, 24th November, 2011,30th November, 2011, 09

th January, 2012, 08

th February, 2012 and 31

st March, 2012.

The attendance of each director at the Board Meeting, last Annual General Meeting and Number of other directorship and Chairmanship/membership of Committee held by each of the director in other companies are as under

AttendanceAttendanceAttendanceAttendance No. of other Directorship Committee No. of other Directorship Committee No. of other Directorship Committee No. of other Directorship Committee

membership/ Chairmanshipmembership/ Chairmanshipmembership/ Chairmanshipmembership/ Chairmanship Name of the DirectorName of the DirectorName of the DirectorName of the Director

BoardBoardBoardBoard MeetingsMeetingsMeetingsMeetings

LastLastLastLast AGMAGMAGMAGM

OtherOtherOtherOther DirectorshipDirectorshipDirectorshipDirectorship

CommitteeCommitteeCommitteeCommittee MMMMembershipembershipembershipembership

CommitteeCommitteeCommitteeCommittee ChairmanshipChairmanshipChairmanshipChairmanship

Sri Manmohan Sahu 12 Yes 5 1 Nil Smt Indira Sahu 12 Yes 4 Nil Nil Mr.Pradeep Kumar Mahapatra 12 Yes 1 Sri Jagdish Prasad 10 Yes NIL 3 Nil Sri Jyotiraj Panda 5 No 1 3 3 Sri Bramhmananda Rout 10 Yes NIL 2 Nil Sri V.S.Janardhanam(up to 07.11.2011)

2 Yes NIL 2 1

Sri H.R.Kumar(up to 24.11.2011) 2 No Nil 2 Nil



3. Audit Committee3. Audit Committee3. Audit Committee3. Audit Committee a. Overall Purpose

The purpose of the Audit Committee is to assist the Board of Directors in reviewing the financial information which will be provided to the shareholders and others, reviewing the systems of internal controls established in the Company, appointing, retaining and reviewing the performance of Internal Auditors and overseeing the Company’s accounting and financial reporting process and the audit of the Company’s financial statements.

b. Composition & Meetings

The composition of the Audit Committee meets the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

During the year under review, four meetings of Audit Committee were held on 02.05.2011, 10.08.2011, 12.11.2011 & 08.02.2012. During the Period under review, the Audit Committee of the Board was reconstituted by the members of The Board in their meeting held on 08-11-2011. Sri Jyotiraj Panda has been appointed as a Chairman of the Audit Committee and Shri jagadish Prasad, Director have been appointed as a member of the Audit Committee. Shri H.R.Kumar, Director and Member of the Audit Committee have resigned w.e.f 24.11.2011.

S NoS NoS NoS No NameNameNameName DesignationDesignationDesignationDesignation CategoryCategoryCategoryCategory No of meetings No of meetings No of meetings No of meetings

attendedattendedattendedattended 1 Sri V S Janardhanam

(up to 07.11.2011) Chairman Non-Executive/Independent 2

2 Sri H.R.Kumar(up to 24.11.2011)

Member Non-Executive/Independent Nil

3 Sri Jyotiraj Panda Chairman, Member

Non-Executive/Independent 4

4 Sri Manmohan Sahu Member Executive/Non Independent 4 5 Sri Jagadish

Prasad(w.e.f. 12.11.2011)

Member Non-Executive/Independent 2

c. Powers and Terms of Reference

The power and terms of reference of the Audit Committee are as those prescribed under Clause 49 of the Listing Agreement with the Stock Exchanges as amended from time to time as well as under Section 292A of the Companies Act, 1956.

4.4.4.4. Remuneration CommitteeRemuneration CommitteeRemuneration CommitteeRemuneration Committee a. Brief description of terms of reference

To formulate the remuneration policy and approve the remuneration or revision in the remuneration payable to Executive Directors/Whole-Time Directors.

b. Composition & Meetings

During the year, the Remuneration Committee of the Board held one meeting on 12th November 2011.

The composition of the Remuneration Committee and attendance thereat is as follows During the Period under review, the Remuneration Committee of the Board was reconstituted by the Members of the Board in their meeting held on 12-11-2011. Sri Brahmananda Rout has been appointed as a member of the Remuneration Committee w.e.f.12-11-2011.Sri V.S.Janardhanam has ceased to be a Member of the Remuneration Committee due to death w.e.f 07-11-2012.



SSSSllll No No No No NameNameNameName DesignationDesignationDesignationDesignation CategoryCategoryCategoryCategory No of No of No of No of

Meetings Meetings Meetings Meetings attendedattendedattendedattended

1 Sri Jyotiraj Panda Chairman Non-Executive/Independent 1 2 Sri Jagdish Prasad Member Non-Executive/Independent 1 3 Sri V S Janardhanam(upto

07.11.2011) Member Non-Executive/Independent 1

4 Sri Brahmanda Rout Member Non executive/Independent 1 c. Remuneration Policy

To recommend/review the remuneration package, periodically, to the Executive Directors. The remuneration payable to them is in accordance with the existing industry practice and also with the provisions of the Companies Act, 1956.

d. Remuneration to Directors

The Company pays remuneration to the Managing Director as per the contractual obligations. The Non-Executive Directors do not draw any remuneration from the Company.

The Details of remuneration paid to Directors for the year ended 31

st March, 2012

NameNameNameName SalarySalarySalarySalary, , , ,

Perquisites &Perquisites &Perquisites &Perquisites & Other benefitsOther benefitsOther benefitsOther benefits

CommissionCommissionCommissionCommission Sitting FeesSitting FeesSitting FeesSitting Fees TotalTotalTotalTotal

Sri Manmohan Sahu Rs.12,00,000 - - Rs.12,00,000 Sri H.R.Kumar(up to 24.11.2011)

- - Nil -

Sri Jagdish Prasad - - Rs.60,000 Rs.60,000 Sri V S Janardhanam( upto 07.11.2011)

- - Rs.10,000 Rs.10,000

Sri Jyotiraj Panda - - Nil - Sri Bramhmananda Rout - - Rs.60,000 Rs.60,000 Mr.Pradeep Kumar Mahapatra - - - - Smt.Indira Sahu - - - -

e. Details of number of shares held by the Non-Executive/Independent Directors as on 31.03.2012 SSSSllll No No No No NameNameNameName CategoryCategoryCategoryCategory No of shares heldNo of shares heldNo of shares heldNo of shares held 1 Sri V S Janardhanam (upto

07.11.2011) Non-Executive/Independent Director 50603

2 Sri Jagdish Prasad Non-Executive/Independent Director Nil 3 Sri Jyotiraj Panda Non-Executive/Independent Director Nil 4 Sri Brahmananda Rout Non-Executive/Independent Director Nil 5 SriH.R.Kumar(up

to24.11.2011) Non-Executive/Independent Director Nil

6 Sri Pradeep Kumar Mahapatro

Non-Executive/Non-Independent Director

775256

7 Smt.Indira Sahu Non Executive/Non-Independent 1351659 5 Shareholders’5 Shareholders’5 Shareholders’5 Shareholders’ / Investors’ Grievance Committee / Investors’ Grievance Committee / Investors’ Grievance Committee / Investors’ Grievance Committee

a. Composition The composition of the Shareholders’/Investors’ Grievance Committee as on 31

st March, 2012 was as

Under and the Shareholders’/Investors’ Grievance Committee met 4 times during the year under review on 02.05.2011,10.08.2011 ,12.11.2011 & 08.02.2012.During the period under review Sri H.R.Kumar have been resigned from directorship of the Company and member of the shareholders grievance committee w.e.f 24.11.2011.In view of the above the members of the shareholders grevience committee have appointed Sri Brahmananda Rout as a member of the Investors Grievance Committee w.e.f 08.02.2012.



S NoS NoS NoS No NameNameNameName DesignationDesignationDesignationDesignation CategoryCategoryCategoryCategory No of Meetings No of Meetings No of Meetings No of Meetings

attendedattendedattendedattended 1 Sri Jyotiraj Panda Chairman Non-Executive/Independent 4 2 Sri Jagdish Prasad Member Non-Executive/Independent 4 3 Sri H.R.Kumar(up

to24.11.2011) Member Non-Executive/Independent 2

4 Sri Brahmanda Rout(w.e.f 08.02.2012

Member Non-Executive/Independent 1

The Shareholders’/Investors’ Grievance Committee oversees the redressed of complaints of investors such as transfer or credit of shares to demat accounts, non-receipt of dividend/annual reports. It also approves share transfer and issue of share certificates. The status of complaints is also reported to the Board of Directors. During the year under review, all the investors grievances has been redressed in time..

Investor grievances and share transferInvestor grievances and share transferInvestor grievances and share transferInvestor grievances and share transfer

We have a Board – level investor grievance committee to examine and redress shareholders’ and investors’ complaints. The status on complaints and share transfers is reported to the full Board. The share transfer committee of the Company will meet as often as required to approve share transfers. For matters regarding shares transferred in physical form, share certificates, dividends, change of address, etc., shareholders should communicate with concerned intermediaries appointed for the purpose Shares transacted in electronic form can be effected in a much simpler and faster manner. After confirmation of sale / purchase transaction from the broker, shareholders should approach the depositary participant with a request to debit or credit the account for the transaction. The depositary participant will immediately arrange to complete the transaction by updating the account. There is no need for separate communication to the Company to register the share transfer. The Registrar and Share Transfer Agents of the Company M/s.Bigshare Services Private Limted,G-10,Left Wing,Amrutha Ville,Opp.Yasodha Hospital ,Somajiguda,Raj Bhavan Road, Hyderabad – 500082 is taking care of Investors Greviences.

Details of nonDetails of nonDetails of nonDetails of non----compliancecompliancecompliancecompliance

There has been no non-compliance of any legal requirements nor have there been any strictures imposed by any stock exchange, SEBI or SEC, on any matters relating to the capital market over the last three financial years.

6. General Body MeetingsGeneral Body MeetingsGeneral Body MeetingsGeneral Body Meetings

The general meetings are the place for shareholders to express their views and concerns and at Octant we respect their right and privilege to a great extent. The general meeting of the company is being conducted in a proper and transparent manner and the same has enhanced the image of the Company among investor community in a larger manner.

a.a.a.a. Location and place of last three Annual General Meeting

Year Location Date Time 2008-09 E-109,Crystal Plaza, New Link Road, Opp.Infinity Mall,

Andheri (W), Mumbai-400 053

30.09.2009 3 PM

2009-10 187, Viegas Street, II Floor, Office No.8, Krish Villa, Chira Bazaar, Mumbai – 400002

30.12.2010 3 PM

2010-11 1st Floor,Lotus Hall,Country Club,6-3-1219, Station Road, Begumpet,Hyderabad-500 016

30.09.2011 11 AM

b.b.b.b. Special Resolutions



All resolutions moved at the last Annual General Meeting were passed by a show of hands by the requisite majority of members attending the meeting. The following are the special resolutions passed at the previous General meetings held in the last three years. AGM/EGMHeld on

Whether special resolution Passed

Summary of the resolution

2008-09 Yes Consideration of Further issue of Shares under Section 81(1A) for an amount not exceeding US$10 Million.

2009-10 Yes Change in the Name of the company ,Alteration of Memorandum Of Association, Approval for Shifting of Registered Office from State of Maharashtra to State of Andhra Pradesh & Approval for creation of Mortgage(s)/in Favours of Lenders.

2010-11 No Nil

c.c.c.c. Postal ballot During the Finacial Year 2011-12 the Company has not passed any resolution through Postal Ballot.

7. DISCLOSURES a. Related Party Transactions

Except with regard to the Payment of Remuneration to the Executive Director,the Company has not entered into any materially significant related party transactions with its promoters, Directors or Management or their relatives etc that may have potential conflict with the interest of the Company at large.

b. Disclosure of Accounting Treatment The Company has followed the accounting standards notified under Companies (Accounting Standards) Rules, 2006 in the preparation of its financial statements.

c. Details of non-compliance etc To the best of the Company’s knowledge, there has been no incidence of non-compliance with requirement of stock exchanges, SEBI or other statutory authority on matters relating to capital markets during last three years. During the last three years, no penalty or stricture has been imposed on the Company by the Stock Exchanges, SEBI or any statutory authority on any matter relating to capital market.

d. Code of Conduct The Board of Directors has laid down the code of conduct for Directors and senior management personnel including all functional heads, which they are bound to observe in the course of conduct of the business of the Company. This code of conduct has been posted on the website of the Company. Each Director of the Company and senior management personnel including all functional heads to whom the code has been made applicable, have affirmed their compliance with the code. A declaration by Sri Manmohan Sahu, Chairman & Managing Director to this effect forms part of this report.



e. Whistle Blower Policy

The Company has not established formal whistle blower policy mechanism. However, no personnel of the Company have been denied any access to the Audit Committee.

f. Proceeds from public issues, rights issues, preferential issues etc During the financial year ended 31

st March, 2012, the proceeds from preferential issues has

been utilized by the Company for the Implementation of the Power Project.

g. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause The Company is in compliance with all the mandatory requirements of Clause 49 of the Listing Agreement. The status on adoption of non-mandatory requirements is set out in this report.

Non-Mandatory Requirements

• The Board The Chairman of the Company is executive and hence the provision with regard to maintenance of Chairman’s office as contained in the non-mandatory requirement is not relevant.

• Remuneration Committee The Company has set up Remuneration Committee comprising of three independent directors, which determines remuneration payable to the executive directors of the Company.

• Shareholders Rights The Quarterly financial results are published in the news papers as mentioned above as well as posted on the Company’s website. The significant events, if any, too are posted on the Company’s website and in view of this, summary of such events is not separately sent to the shareholders.

• Training and Evaluation The training of Board members and evaluation of performance of non-executive directors as envisaged under Clause 49 of the Listing Agreement will be considered as and when such need arises.

• Whistle Blower Policy The Company at present has not established formal whistle blower policy mechanism. However, no personnel of the Company have been denied any access to the Audit Committee.

• Audit Qualifications During the year under review, there is no audit qualification in Company’s financial statements. The Company continues to adopt best practices to ensure regime of unqualified financial statements. .

8. RECONCILIATION OF SHARE CAPITAL AUDIT

A Company Secretary in whole time practice carried out a share capital audit to reconcile the total admitted equity share capital with NSDL/CDSL and the total issued and listed equity share capital. The Audit Report Confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of demateriazed shares held with NSDL/CDSL.



9. MEANS OF COMMUNICAION

The company has promptly reported all information including declaration of Quarterly Financial Results to the Stock Exchange where the shares of the company are listed. The Company also publishes the Audited/unaudited financial results in Financial Express, English Newspaper and in Prajasakthi, Telugu Newspaper.

10. SEBI COMPLIANTS REDRESS SYSTEM(SCORES)

SEBI has initiated SCORES for processing the Investor Complaints in a centralized web based redress system and online redressel of all the shareholders complaints. The Company is in Compliance with the SCORES and redress the shareholders complaints well within the stipulated time.

11. GENERAL SHAREHOLDER INFORMATIONGENERAL SHAREHOLDER INFORMATIONGENERAL SHAREHOLDER INFORMATIONGENERAL SHAREHOLDER INFORMATION

Saturday, the 29th day of September, 2012 At 10:30 A.M

a. Annual General Meeting

At Ground Floor, Pool Side Mini Hall,Country club 6-3-1219,Station Road Begumpet,Hyderabad-500016 Andhra Pradesh, India

b. Date of Book Closure 27th September, 2012 to 30

th September, 2012

(both days inclusive) c. Financial Year April to March d. Financial Calendar

i. Results of First Quarter Second Week of August, 2012 ii. Results of Second Quarter Second Week of November, 2012 iii. Results of Third Quarter Second Week of February, 2012 iv. Results of Fourth Quarter Second Week of May, 2012

e. Listing on Stock Exchanges Pune Stock Exchange (PSE) Ahmedabad Stock Exchange (ASE) The Company has paid annual listing fees for the period from April 1, 2011 to March 31, 2012 The Shares have been permitted to trade On INDONEXT platform of BSE

f. Stock Code PSE ASE BSE: 590090

g. ISIN INE846A01026 h.Corporate Identification Number(CIN) allotted by the Ministry of Corporate Affairs

L40300AP1994PLC078932

i. Market Price Data Annexure-A j. Registrar & Transfer Agents Bigshare Services Private Limted

G-10,Left Wing,Amrutha Ville,Opp.Yasodha Hospital Sonajiguda,Raj Bhavan Road, Hyderabad – 500082

k. Share Transfer System The share transfer committee comprising of four Members of the Board meets on fortnightly Basis to consider and approve transfer of shares

l. Secretarial Audit Secretarial Audit is being carried out every quarter by A Practicing Company Secretary and his report is placed before the Board for its perusal and filed regularly with the Stock Exchanges within the stipulated time.

m. Distribution of Shareholding as on 31.03.2011

Annexure-B

n Shareholding Pattern

Annexure-C



o. Dematerialization of shares Annexure-D p. Office Location Registered Office:

D.No.A-5,1st Floor, Indian Airlines Colony,Opp.Police Line

Secunderabad-500 003,Andhra Pradesh, India. q. Plant Location Plot No.65 & 66,Export Promotion Industrial

Park, Pashamylaram, Patancheru Medak District Andhra Pradesh-502 319

r. Address for Correspondence Mr. Satyabrata Padhi Company Secretary Octant Industries Limited D.No.A-5,1

st Floor,

Indian Airlines Housing Colony, Opp.Police Lines Secunderabad-500 003. E-mail : [email protected]

s. Exclusive e-mail ID for Investor Grievances

Pursuant to Clause (f) of the Listing Agreement, the following dedicated e-mail ID has been designated for communicating investors’ grievances: [email protected]



AnnexureAnnexureAnnexureAnnexure----AAAA Stock Market DataStock Market DataStock Market DataStock Market Data

MonthMonthMonthMonth High PriceHigh PriceHigh PriceHigh Price Low PriceLow PriceLow PriceLow Price Close PriceClose PriceClose PriceClose Price No. ofNo. ofNo. ofNo. of TradesTradesTradesTrades

April 2011 21.95 15.80 16.35 6648

May 2011 17.15 12.75 15.10 3846

June 2011 15.80 12.00 13.15 2281

July 2011 19.45 12.63 14.12 5741

August 2011 14.50 10.00 11.73 1502

September 2011 15.75 11.03 12.68 4569

October 2011 13.25 9.70 10.74 2361

November 2011 12.44 6.81 9.01 2710

December 2011 9.99 5.53 6.99 1414

January 2012 11..50 6.01 9.48 2288

February 2012 11.29 8.24 8.92 2102

March 2012 9.60 6.75 7.68 1468



AnnexureAnnexureAnnexureAnnexure----BBBB Shareholding Pattern

Total Shareholding as a Total Shareholding as a Total Shareholding as a Total Shareholding as a % of total No. of Shares% of total No. of Shares% of total No. of Shares% of total No. of Shares

Category of ShareholderCategory of ShareholderCategory of ShareholderCategory of Shareholder No. of No. of No. of No. of

ShareholdersShareholdersShareholdersShareholders Total No. of Total No. of Total No. of Total No. of

SharesSharesSharesShares

Total No. of Total No. of Total No. of Total No. of Shares held in Shares held in Shares held in Shares held in Dematerialized Dematerialized Dematerialized Dematerialized

FormFormFormForm As a % of As a % of As a % of As a % of (A+B)(A+B)(A+B)(A+B)

As a % of As a % of As a % of As a % of (A+B+C)(A+B+C)(A+B+C)(A+B+C)

((((A) Shareholding of Promoter A) Shareholding of Promoter A) Shareholding of Promoter A) Shareholding of Promoter and Promoter Groupand Promoter Groupand Promoter Groupand Promoter Group

(1) Indian (1) Indian (1) Indian (1) Indian

Individuals / Hindu Undivided Family

8 13185098 13184870 51.8368 51.83681

Sub TotalSub TotalSub TotalSub Total 8 13185098 13184870 51.8368 51.83681

(2) Foreign (2) Foreign (2) Foreign (2) Foreign - - - - -

Total shareholding of Total shareholding of Total shareholding of Total shareholding of Promoter and ProPromoter and ProPromoter and ProPromoter and Promoter moter moter moter Group (A)Group (A)Group (A)Group (A)

8 13185098 13184870 51.8368 51.8368

(B) Public Shareholding(B) Public Shareholding(B) Public Shareholding(B) Public Shareholding

(1) Institutions (1) Institutions (1) Institutions (1) Institutions

(2) Non (2) Non (2) Non (2) Non----InstitutionsInstitutionsInstitutionsInstitutions

Bodies Corporate 199 7047950 7047950 27.7088 27.70880

IndividualsIndividualsIndividualsIndividuals

Individual shareholders holding nominal share capital up to Rs. 1 lakh

7513 2533802 2443381 9.96156 9.96156

Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

66 2594736 2446103 10.2011 10.20112

Any Others (Specify)Any Others (Specify)Any Others (Specify)Any Others (Specify) 0000 0000 0000 0.0.0.0.0000 0000

Clearing Members 9 5716 5716 0.02247 0.02247

Non resident Indians 42 68482 68482 0.26923 0.26923

Total Public shareholding (B)Total Public shareholding (B)Total Public shareholding (B)Total Public shareholding (B) 7829782978297829 12250686122506861225068612250686 12011632120116321201163212011632 48.163148.163148.163148.1631 48.1631948.1631948.1631948.16319

Total (A)+(B)Total (A)+(B)Total (A)+(B)Total (A)+(B) 7837783778377837 25435784254357842543578425435784 25196502251965022519650225196502 100.00100.00100.00100.00 100100100100

(C) Shares held by Custodians (C) Shares held by Custodians (C) Shares held by Custodians (C) Shares held by Custodians and against which Depository and against which Depository and against which Depository and against which Depository Receipts have been issueReceipts have been issueReceipts have been issueReceipts have been issuedddd

---- ---- ---- ---- ----

Total (A)+(B)+(C)Total (A)+(B)+(C)Total (A)+(B)+(C)Total (A)+(B)+(C) 7837783778377837 25435784254357842543578425435784 25196502251965022519650225196502 100.00100.00100.00100.00 100100100100



AnnexureAnnexureAnnexureAnnexure----CCCC Distribution of Share Holding as on 31

st March, 2012

Range (In Rs)Range (In Rs)Range (In Rs)Range (In Rs) TotalTotalTotalTotal HoldersHoldersHoldersHolders % of Total% of Total% of Total% of Total HoldersHoldersHoldersHolders

Total HoldingTotal HoldingTotal HoldingTotal Holding in in in in RupeesRupeesRupeesRupees

% of Total% of Total% of Total% of Total CapitalCapitalCapitalCapital

1 - 5000 6684 85.28774 6925720 2.72

5001 - 10000 460 5.86959 3740740 1.47066

10001 - 20000 282 3.59832 4431910 1.74239

20001 - 30000 120 1.53120 3099210 1.21844

30001 - 40000 57 0.72732 2062240 0.81076

40001 - 50000 50 0.63800 2376720 0.93440

50001 - 100000 80 1.02080 5704410 2.24267

100001 - 999999999 104 1.32704 226016890 88.85784

Total :Total :Total :Total : 7837783778377837 254357840254357840254357840254357840 100100100100.00.00.00.00

AnnexureAnnexureAnnexureAnnexure----DDDD Dematerialization of Shares

CategoryCategoryCategoryCategory No of sharesNo of sharesNo of sharesNo of shares %%%% of Shares of Shares of Shares of Shares No of ShareholdersNo of ShareholdersNo of ShareholdersNo of Shareholders % of Shareholdelders% of Shareholdelders% of Shareholdelders% of Shareholdelders Electronic Form 25196502 74.161 5812 99.059 Physical Form 239282 25.839 2025 0.941 Total 254357840254357840254357840254357840 100 7837 100

ForForForFor and on behalf of the Board of and on behalf of the Board of and on behalf of the Board of and on behalf of the Board of Octant Octant Octant Octant Industries LiIndustries LiIndustries LiIndustries Limitedmitedmitedmited....,

Sd/Sd/Sd/Sd/----

Place: SecunderabadPlace: SecunderabadPlace: SecunderabadPlace: Secunderabad Manmohan sahuManmohan sahuManmohan sahuManmohan sahu Date: 04Date: 04Date: 04Date: 04.09.2012.09.2012.09.2012.09.2012 Managing DirectorManaging DirectorManaging DirectorManaging Director



AUDITORS’ CERTIFICATE AUDITORS’ CERTIFICATE AUDITORS’ CERTIFICATE AUDITORS’ CERTIFICATE (Pu(Pu(Pu(Pursuant to Clause 49 of the Listing Agreement)rsuant to Clause 49 of the Listing Agreement)rsuant to Clause 49 of the Listing Agreement)rsuant to Clause 49 of the Listing Agreement)

To,To,To,To, The Members of The Members of The Members of The Members of Octant Industries LimitedOctant Industries LimitedOctant Industries LimitedOctant Industries Limited We have examined the compliance of corporate governance of Octant Industries Limited for the year

ended 31st March 2012, as stipulated in Clause 49 of the Listing Agreement of the Company with the

Stock Exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our

examination was limited to a review of procedures and implementation thereof, adopted by the

Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an

audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the

representations made by the Management, we certify that the Company has complied with the

conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement in all

material respects.

As required by the Guidance Note issued by the Institute of Chartered Accountants of India, We have to

state that no investor grievances were pending for a period of month against the Company as per

records maintained by the Shareholders/Investors’ Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company

nor the efficiency or effectiveness with which the Management has conducted the affairs of the

Company.

For For For For N. Siva Prasad Associates.N. Siva Prasad Associates.N. Siva Prasad Associates.N. Siva Prasad Associates. Chartered AccountantsChartered AccountantsChartered AccountantsChartered Accountants Sd/ Sd/ Sd/ Sd/---- G. VenkatachalamG. VenkatachalamG. VenkatachalamG. Venkatachalam Partner.Partner.Partner.Partner. Place:Place:Place:Place: Hyderabad Hyderabad Hyderabad Hyderabad Dated: 04.09Dated: 04.09Dated: 04.09Dated: 04.09.201.201.201.2012222



MANAGEMENT DISCUSSION AND ANALYSISMANAGEMENT DISCUSSION AND ANALYSISMANAGEMENT DISCUSSION AND ANALYSISMANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis have been included in adherence with the code of corporate The management discussion and analysis have been included in adherence with the code of corporate The management discussion and analysis have been included in adherence with the code of corporate The management discussion and analysis have been included in adherence with the code of corporate

governance as approved by The Securities and Egovernance as approved by The Securities and Egovernance as approved by The Securities and Egovernance as approved by The Securities and Exchange Board of India (SEBI).xchange Board of India (SEBI).xchange Board of India (SEBI).xchange Board of India (SEBI).

Investors are cautioned that these discussions contain certain forward looking statements that involve risk

and uncertainties including those risks which are inherent in the Company’s growth and strategy. The

company undertakes no obligation to publicly update or revise any of the opinions or forward looking

statements expressed in this report consequent to new information or developments events or otherwise.

The management of the company is presenting herein the overview, opportunities and threats, initiatives

by the company and overall strategy of the company and its outlook for the future. This outlook is based

on management’s own assessment and it may vary due to future economic and other future

developments in the country.

A)A)A)A) INDUSTRY STRUCTURE AND DEVELOPMENT: INDUSTRY STRUCTURE AND DEVELOPMENT: INDUSTRY STRUCTURE AND DEVELOPMENT: INDUSTRY STRUCTURE AND DEVELOPMENT:

Indian continues to be the largest castor seed growing country in the world. The estimated total production of castor seeds for the season is around 16 lac matric tons for the previous year; a growth of about 25%.This increase has led to a much needed correction in castor seed price. Demand for castor oil at reasonable and stable price continues to remain encouraging. Unrealistic and high prices are likely to have an adverse effect on the growth of the industry (B(B(B(B)))) OPPORTUNITIES AND THREATS: OPPORTUNITIES AND THREATS: OPPORTUNITIES AND THREATS: OPPORTUNITIES AND THREATS:

The global economic climate has been foggy and uncertain due to the crisis prevalent in the euro zone. Even as the stronger European economics work toward rescuing the weaker and susceptible economies in the euro zone, the world is cautions and apprehensive. The world economic growth is likely to remain subdued for the year with growth forecasts revised downwards below 3% by IMF. Environment being a major concern, the search for green products is likely to intensify in the near future. Castor oil being a natural, organic, renewable and biodegradable product is gaining importance as a green product. Besides due to its unique chemical structure, it finds myriad applications in virtually every industry be it agriculture, lubricants, paints, links, surface costing, pharmaceuticals, food, engineering plastics, cosmetics, perfumes, electrical, rubber and so on. Your company continues to Endeavour to tap these opportunities by focusing on research and development and investing in new capacities, new technologies, new applications, and new products. Castor seeds continue to be a volatile raw material in terms of its price and availability. Being an agricultural product, it depends on the rainfall and weather conditions prevailing in the area of castor growing regions in the country, though it is a sturdy crop. To mitigate the effect of uncertain weather, the company has laid down parameters for inventory management. The company has proper mechanism in place to immediately respond to any unforeseen eventualities. The company is also cultivating hybrid seeds to improve the productivity of commercial castor seeds.

(C)(C)(C)(C) SEGMENT: SEGMENT: SEGMENT: SEGMENT:

The company is organized into three business segments castor oil derivatives, agro farming and

power generation. . (D)(D)(D)(D) OUTLOOK OUTLOOK OUTLOOK OUTLOOK

During the year under review your company has achieved Rs. 5645.74 Lakhs in sales. The demand outlook for the company’s product remains positive. Emphasis on green eco-friendly products is likely to lead to increase in innovation of new product and uses in the castor oil industry. Your company continues to invest in research and development to tap on new growth opportunities. Your company is also undertaking a backward integration program in order to increase the availability of castor seeds. Barring unforeseen circumstances your directors expect satisfactory growth.



(E)(E)(E)(E) RISK & CONCERNS RISK & CONCERNS RISK & CONCERNS RISK & CONCERNS

Company’s products are used in variety of industries, thereby to a great extent, mitigating the risks associated with demand for its products on a long term basis. The price behavior of raw material depends on monsoon, global demand and inventory management, and prices of other oils including crude and vegetable oil and therefore can be volatile as well as unpredictable. The company is closely watching the development of monsoon as also castor seed sowing. The company restricts its exposure to the price fluctuation of raw materials by limiting its un hedged exposure. With the business of the company growing at a hectic pace and demand for trained and experienced manpower in excess of the supply, the risk of managing the people its tremendous. The company has to retain its existing trained workforce and also attract new talent for its different operations. New businesses are bought and integrated into existing business. To improve the performance of the staff at work, various refresher training courses are organized to update their knowledge with the latest technologies and management ideas. The erratic demand from overseas markets and the threat of competition continue to be of concern. The company has focused its efforts on marketing and introducing new products thereby mitigating to a certain extent, the effect of recession/ slowdown in the industry.

(F)(F)(F)(F) FOREIGN EXCHANGE FOREIGN EXCHANGE FOREIGN EXCHANGE FOREIGN EXCHANGE

Volatile currency movements can affect the profits of the company, your management continuous to take steps to cover foreign exchange to mitigate the risks of appreciation of rupee against the dollar.

(G)(G)(G)(G) INTERNAL CONTROL AND ITS ADEQUACY INTERNAL CONTROL AND ITS ADEQUACY INTERNAL CONTROL AND ITS ADEQUACY INTERNAL CONTROL AND ITS ADEQUACY

The company’s internal control department is headed by an experienced and qualified executive and the department regularly reviews business process and controls in consultation with the statutory auditors and also interacts with the audit committee of the company. Internal control system adopted by the company effectively ensures that all assests are safeguards and protected against any loss from unauthorized use.

(H)(H)(H)(H) FINANCIAL AND OPERATIONAL PERFORMANCE FINANCIAL AND OPERATIONAL PERFORMANCE FINANCIAL AND OPERATIONAL PERFORMANCE FINANCIAL AND OPERATIONAL PERFORMANCE The Company’s Financial Performance and Analysis

For the Year ended 31st March

(Rupees in Lacs)

Particulars 2012 2011

Sales and Other Income 5645.745645.745645.745645.74 5577.265577.265577.265577.26 Profit Before Interest and Depreciation 679.96679.96679.96679.96 620.47620.47620.47620.47 Interest & Finance Charges 224.64224.64224.64224.64 157.38157.38157.38157.38 Depreciation 261.80261.80261.80261.80 274.89274.89274.89274.89 Profit before Tax 193.52193.52193.52193.52 188.20188.20188.20188.20 Less: Provision for Taxation Current Tax 35.4235.4235.4235.42 18.8118.8118.8118.81 Deferred Tax 181.65181.65181.65181.65 8.558.558.558.55 Net Profit After Tax ----25.5925.5925.5925.59 160.84160.84160.84160.84 Balance b/f from previous year 283.27283.27283.27283.27 161.81161.81161.81161.81 257.68257.68257.68257.68 322.65322.65322.65322.65 Transferred on demerger ---- (39.38) (39.38) (39.38) (39.38) Balance carried to Balance Sheet 257.68257.68257.68257.68 283283283283.27.27.27.27

(I)(I)(I)(I) QUALITY QUALITY QUALITY QUALITY Your Company always believes in best quality, best price and prompt deliveries. Your Company strongly endorses the Concept of "It Takes Years to Develop a Customer, to Lose One Second". The Company is having its credit of Zero percent rejections since inception. The policy of the company is to provide quality product at internationally competitive prices with prompt delivery schedules. It is pride to mention that the company could expand its business to more than 20 countries across the Globe with more than 30 clients within a short span of time. In domestic market the company is regular supplier to Government/ public sector undertakings like Indian Oil Corporation, Balmer & Lawrie, Tide water Oil Co. India Ltd and M/s. Castrol Oil India Ltd etc., besides number of other companies from private sector.



(I)(I)(I)(I) RESEARCH AND DEVELOPMENT RESEARCH AND DEVELOPMENT RESEARCH AND DEVELOPMENT RESEARCH AND DEVELOPMENT Yours Company’s Laboratory is well equipped with latest & hi-tech machinery for analysis and reporting. The R&D wing is headed by well experienced scientists. Every endeavor is being made to absorb and upgrade the latest technology in the field of Castor Oil & its derivatives. In this direction the company utilizes the services of IICT (Indian Institute of Chemical Technology) a world renowned and prestigious Government Institute which is available locally.

(J)(J)(J)(J) HUMAN RESOURCES/INDUSTRIAL RELATIONS HUMAN RESOURCES/INDUSTRIAL RELATIONS HUMAN RESOURCES/INDUSTRIAL RELATIONS HUMAN RESOURCES/INDUSTRIAL RELATIONS Industrial relations have continued to be harmonious throughout the year. Measures for safety of employees training, Welfare and development continued to receive top priorities. During the year under review, total stand-alone manpower is 100.

Industrial Relations have continued to be harmonious throughout the year. Measures for safety of employees training, welfare and development continued to receive top priorities. (K)(K)(K)(K) CAUTIONARY STATEMENT CAUTIONARY STATEMENT CAUTIONARY STATEMENT CAUTIONARY STATEMENT Statements in this “Management Discussion and Analysis” describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make the difference to the Company’s operations include global and Indian demand and supply conditions and finished goods prices, changes in government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors such as litigation, etc.



DECLARATION ON CODE OF CONDUCTDECLARATION ON CODE OF CONDUCTDECLARATION ON CODE OF CONDUCTDECLARATION ON CODE OF CONDUCT In accordance with Clause 49 (D) of the Listing Agreement with the Stock Exchanges, I hereby confirm

that all the Directors and the senior management personnel of the Company have affirmed compliance

with the aforesaid Code of Conduct as applicable to them for the financial year ended 31st March, 2012.

For Octant Industries LimitedFor Octant Industries LimitedFor Octant Industries LimitedFor Octant Industries Limited

Sd/- Place: SecunderabadPlace: SecunderabadPlace: SecunderabadPlace: Secunderabad Manmohan Manmohan Manmohan Manmohan SahuSahuSahuSahu Date: 04.09.2012Date: 04.09.2012Date: 04.09.2012Date: 04.09.2012 Managing DirectorManaging DirectorManaging DirectorManaging Director



CEO / CFO CERTIFICATIONCEO / CFO CERTIFICATIONCEO / CFO CERTIFICATIONCEO / CFO CERTIFICATION

The CEO, i.e. the Chairman in terms of the Companies Act, 1956 and the CFO any other person heading the finance function discharging that function shall certify to the Board that:

(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief: (i) these statements do not contain any materially untrue statement or omit any

material fact or contain statements that might be misleading; (ii) these statements together present a true and fair view of the company’s affairs

and are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of their knowledge and belief, no transactions entered into by the

company during the year which are fraudulent, illegal or violation of the company’s code of conduct.

(c) They accept responsibility for establishing and maintaining internal controls for financial

reporting and that they have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.

(d) They have indicated to the auditors and the Audit committee

(i) significant changes in internal control over financial reporting during the year; (ii) significant changes in accounting policies during the year and that the same

have been disclosed in the notes to the financial statements; and (iii) instances of significant fraud of which they have become aware and the

involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting.

Sd/- Sd/- Place: SecunderabadPlace: SecunderabadPlace: SecunderabadPlace: Secunderabad Managing Managing Managing Managing DirectorDirectorDirectorDirector Manager FinanceManager FinanceManager FinanceManager Finance Date: 04Date: 04Date: 04Date: 04----09090909----2012012012012222



AUDITORS REPORTAUDITORS REPORTAUDITORS REPORTAUDITORS REPORT

To The Members of Octant IndustrOctant IndustrOctant IndustrOctant Industries Limitedies Limitedies Limitedies Limited We have audited the attached Balance Sheet of Octant Industries Limited (Formerly Octant Interactive Octant Industries Limited (Formerly Octant Interactive Octant Industries Limited (Formerly Octant Interactive Octant Industries Limited (Formerly Octant Interactive Technologies Limited) Technologies Limited) Technologies Limited) Technologies Limited) as at 31st March 2012 and also the Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central

Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the annex hereto a statement on the matters specified in paragraph 4 and 5 of the said Order.

3. Further to our comments in the annexure referred to in paragraph 3 above, we report that:

a. We have obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit.

b. In our opinion, proper books of accounts as required by law have been kept by the company, so for as appears from our examination of such books.

c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this

report are in agreement with the books of accounts.

d. In our opinion and to the best of our information and according to the explanations given to us, the profit and loss account and balance sheet are prepared in accordance with accounting standards referred in sub section (3c) of section 211 of the companies act, 1956 to the extent applicable and except as specifically mentioned in the notes on account.

e. On the basis of written representations received from

the Directors as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on March 31, 2012 from being appointed as Director in terms of clause (g) of subsection (1) of Section 274 of the Companies Act, 1956.



4. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with notes thereon give the information required by the companies Act, 1956 in the manner so required and give a true and fair view.

a. In the case of Balance sheet, of the state of affairs of the company as at 31st March 2012

and: b. In the case of Profit and Loss Account, of the Profit for the year ended on that date.

c. in the case of the Cash-flow Statement, of the Cash flows of the Company for the year

ended on that date

For M/s. N.SIVAPRASAD ASSOCIATESFor M/s. N.SIVAPRASAD ASSOCIATESFor M/s. N.SIVAPRASAD ASSOCIATESFor M/s. N.SIVAPRASAD ASSOCIATES Firm Registration No.00Firm Registration No.00Firm Registration No.00Firm Registration No.003885 S 3885 S 3885 S 3885 S CHARTERED ACCOUNTANTSCHARTERED ACCOUNTANTSCHARTERED ACCOUNTANTSCHARTERED ACCOUNTANTS

Sd/Sd/Sd/Sd/---- G.VENKATACHALAMG.VENKATACHALAMG.VENKATACHALAMG.VENKATACHALAM

PARTNERPARTNERPARTNERPARTNER Place : Hyderabad Membership No. 200616Membership No. 200616Membership No. 200616Membership No. 200616 Date September 04, 2012



Annexure to the Auditors’ ReporAnnexure to the Auditors’ ReporAnnexure to the Auditors’ ReporAnnexure to the Auditors’ Report

(Referred to in Paragraph 3 of our Report of even date)

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

i) (a) According to the information and explanations given to us the Company has maintained Proper records showing full particulars including quantitative details and situation of fixed assets

(b) According to the information and explanations given to us the company has physically verified

during the year its fixed assets. We have been informed that no material discrepancies were noticed on such physical verification.

(c) According to the information and explanations given to us that there was no substantial disposal

of fixed assets during year. ii) (a) The Inventory has been physically verified by the Management during the year at reasonable

intervals. (b) In our opinion the procedures of physical verification of inventory followed by the Management

are reasonable and adequate in relation to the size of the company and the nature of its business. (c) The Company is maintaining proper record of inventory. In our opinion the discrepancies noticed

on physical verification of stocks as compared to book records were not material. However they have been properly dealt with in the books of account.

iii) (a) According to the information and explanations given to us the Company has granted interest free

unsecured loans aggregating as at Balance Sheet date, of Rs: 6.835Lakhs to the parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion the terms and conditions of loans so granted to the party are prima facie not

prejudicial to the interest of the company.

(c) According to the information and explanations given to us the loans given to the parties covered

in the register maintained under section 301 of the Companies Act 1956 are repayable on demand.

(d) According to the information and explanations given to us the Company has taken interest free unsecured loans aggregating as at the Balance Sheet date, to Rs.575.04 Lakhs from two parties (Sri Manmohan Sahu and Smt. Indira Sahu) covered in the register maintained under section 301 of the Companies Act, 1956.

(e) In our opinion the terms and conditions on which the loans have been taken by the company from two parties covered in the register maintained under section 301 of the Companies Act, 195 are prima-facie not prejudicial to the interest of the company.

(g) According to the information and explanations given to us the loans given to the parties covered in the register maintained under section 301 of the Companies Act 1956 are repayable on demand.

iv) In our opinion there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. In our opinion according the information and explanations given to us there is no continuing failure to correct major weaknesses in internal control during the year.



v) a) In our opinion and according to the information and explanations given to us the contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been properly so entered

b) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, during the year under review the company has not accepted any deposits from the public within the purview of Section 58A of the Companies Act, 1956 and Rules made there under.

vii) In our opinion and the information furnished to us, the company has and internal audit system

carried out by the external auditor and also has the inbuilt internal audit system. In our opinion the scope and coverage of the internal audit is commensurate with the size of the company and nature of its business.

viii) In our opinion and according to the information and explanations given to us the Central Government has not prescribed the maintenance of cost records by the company as specified in sub section (1) of section 209 of the companies Act, 1956.

ix) a) According to the information and explanations given to us and according to the books and records

examined by us in respect of statutory dues, the company has been regular in depositing undisputed statutory dues with appropriate authorities including Provident Fund, Investor Education and Protection Fund, Employee’s State Insurance, Income Tax, Sales Tax, Excise Duty, Service Tax, Cess and Other material statutory dues applicable to it.

b) With reference to the dues of Taxes which has not been deposited as at March 31, 2012 on account of disputes (which is belongs to the period before the appointed date of the Scheme of Arrangement and pertains to the Old Management), the amounts involved and forum where dispute is pending reported below: Particulars Period to which the

amount relates Forum Where the dispute is pending

Amount (Rs in Lakhs)

Income Tax Assessment Year 2006-07

Mumbai Tribunal 26.00





x) In our opinion and according to the information and explanations given to us and according to the books of account examined by us the there are no accumulated losses at the end of the financial year.

xi) Based on our audit procedures and on the information and explanation given by the management, we are of the opinion that the company has not defaulted in repayment of dues to the financial institutions, banks.

xii) According to the information and explanations given to us by the management and according to the records of the company examined by us the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion and according to the information and explanations furnished to us the company is not a chit, nidhi or mutual benefit fund/society

xiv) According to the information and explanations furnished to us the company is not dealing in shares, securities debentures and other investments.

xv) In our opinion and according to the information and explanation given to us, the company has not given any guarantee for the loans taken by others from banks or financial institutions.

xvi) In our opinion and according to the information and explanations furnished to us the term loans have been applied for the purpose for which they were raised.

xvi) On the basis of an overall examination of the Balance sheet of the company, and according to the

information and explanations given to us, we are of the opinion that there are no funds raised on short term basis, which have been used for long term investments.

xvi) According to the information and explanations furnished to us, during the period covered by our audit, the company has made preferential allotment of equity shares of 56, 52,174 of shares at Rs: 23/- each, of which 11,71,789 Shares at Rs. 23/- have been made to parties covered in the register maintained under section 301 of the companies Act, 1956 and the price at which shares have

been issued are not prejudicial to the interest of the company.



OCTANT INDUSTRIES LIMITED

Balance Sheet as at 31st March, 2012 Amount in Rs.

Particulars Note

No 31.03.2012 31.03.2011

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 1 254,357,840 197,836,100

(b) Reserves and Surplus 2 515,632,841 444,713,738

(2) Share application money pending allotment 34,998 -

(3) Non-Current Liabilities

(a) Long-term borrowings 3 1,238,291 3,921,356

(b) Deferred tax liabilities (Net) 3 31,548,131 13,383,403

(c) Other Long term liabilities 3 57,581,042 14,094,407

(4) Current Liabilities

(a) Short-term borrowings 4 156,252,118 106,273,881

xix) According to the information and explanations given to us the company has not issued any

debentures during the year and hence commenting under this clause does not arise.

xx) According to the information and explanations furnished to us by the Management, the company

has raised money by way of further public issue (preferential issue) during the year and as verified by

us the end use of money raised by public issues has been spend for the purpose the same

has been raised.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

Place: HyderabadPlace: HyderabadPlace: HyderabadPlace: Hyderabad Date: September 04, 2012Date: September 04, 2012Date: September 04, 2012Date: September 04, 2012

for N. SIVAPRASAD ASSOCIATES for N. SIVAPRASAD ASSOCIATES for N. SIVAPRASAD ASSOCIATES for N. SIVAPRASAD ASSOCIATES Firm Registration No.003885 S Firm Registration No.003885 S Firm Registration No.003885 S Firm Registration No.003885 S CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANTS

Sd/Sd/Sd/Sd/----

G.VENKATACHALAM G.VENKATACHALAM G.VENKATACHALAM G.VENKATACHALAM Partner Partner Partner Partner

Membership No. 200616 Membership No. 200616 Membership No. 200616 Membership No. 200616



(b) Trade payables 5 31,669,296 13,806,973

(c) Other current liabilities 6 2,580,000 2,580,000

(d) Short-term provisions 7 9,404,731 5,434,609

Total 1,060,299,289 802,044,467

II.Assets

(1) Non-current assets

(a) Fixed assets 8

(i) Tangible assets 104,240,925 112,768,022

(ii) Intangible assets 274,976,699 291,368,693

(iii) Capital work-in-progress 39,282,269 26,232,415

(b) Deferred tax assets (net) - -

(c) Other non-current assets 9 174,517,310 175,067,774

(d) Long Term Loans & Advances 10 151,971,942 5,169,600

(2) Current assets

(a) Current investments -

(b) Inventories 11 148,251,612 94,326,360

(c) Trade receivables 12 154,475,382 88,706,669

(d) Cash and cash equivalents 13 6,101,461 5,295,284

(e) Short-term loans and advances 14 4,989,452 2,511,784

(f) Other current assets 15 1,492,237 597,866

Total 1,060,299,289 802,044,467

Notes on Financial Statements 24-34

The notes referred to above, form an integral part of these financial statements

Per our report of even date

For N.SIVA PRASAD ASSOCIATES For and on behalf of the board

Firm Registration No.003885 S

Chartered Accountants

Sd/-

Manmohan Sahu

Sd/- Chairman cum Managing Director

G.Venkatachalam

Partner

Membership No.200616 Sd/- Sd/-

Indira Sahu Satyabrata Padhi

Secunderabad Director

Company

Secretary

SEPTEMBER 4, 2012

OCTANT INDUSTRIES LIMITED

Profit and Loss statement for the year ended 31st March, 2012 Amount in Rs.

Particulars Note No 31.03.2012 31.03.2011

I. Revenue from operations 16 562,156,355 555,586,227

II. Other Income 17 2,418,091 2,140,198

III. Total Revenue (I +II) 564,574,446 557,726,425

IV. Expenses:

Cost of materials consumed 18 392,645,017 334,118,323

Changes in inventories of finished goods, work-in-progress and Stock-

in-Trade 19 (6,853,000) (34,089,800)

Employee benefit expense 20 4,077,976 5,007,153

Financial costs 21 22,463,671 15,737,899

Depreciation and amortization expense 22 26,730,447 28,039,486

Other expenses 23 106,158,558 190,093,318

Total Expenses 545,222,668 538,906,379

V. Profit before exceptional and extraordinary items and tax (III - IV) 19,351,778 18,820,045

VI. Exceptional Items (Prior period) 203,840 -

VII. Profit before extraordinary items and tax (V - VI) 19,147,938 18,820,045



VIII. Extraordinary Items -

IX. Profit before tax (VII - VIII) 19,147,938 18,820,045

X. Tax expense:

(1) Current tax 3,542,368 1,880,501

(2) Deferred tax 18,164,728 854,900

XI. Profit(Loss) from the perid from continuing operations (VII-VIII) (2,559,159) 16,084,644

XII. Profit/(Loss) from discontinuing operations - -

XIII. Tax expense of discounting operations - -

XIV. Profit/(Loss) from Discontinuing operations (XII - XIII) - -

XV. Profit/(Loss) for the period (XI + XIV) (2,559,159) 16,084,644

XVI. Earning per equity share:

(1) Basic -0.101 0.664

(2) Diluted -0.101 0.664

Notes on financial statements 24-34 .

The notes referred to above, form an integral part of these financial statements.

Per our report of even date

For N.SIVA PRASAD ASSOCIATES For and on behalf of the board

Firm Registration No.003885 S

Chartered Accountants

Sd/-

Manmohan Sahu

Sd/- Chairman cum Managing Director

G.Venkatachalam

Partner

Membership No.200616 Sd/- Sd/-

Indira

Sahu Satyabrata Padhi

Secunderabad Director

Company

Secretary

SEPTEMBER 4 , 2012

Octant Industries Limited Octant Industries Limited Octant Industries Limited Octant Industries Limited

(Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) Note on Financial Statements Note on Financial Statements Note on Financial Statements Note on Financial Statements

Amount in Rs.

AS AT AS AT AS AT AS AT AS AT AS AT AS AT AS AT PARTICULARSPARTICULARSPARTICULARSPARTICULARS

31.03.2012 31.03.2012 31.03.2012 31.03.2012 31.03.2011 31.03.2011 31.03.2011 31.03.2011 1. Share Capital1. Share Capital1. Share Capital1. Share Capital Authorized CapitalAuthorized CapitalAuthorized CapitalAuthorized Capital

26000000 Equity Shares of Rs.10/- each 260,000,000

260,000,000

Issued Issued Issued Issued

25435784 Equity Shares of Rs.10/- each fully paid 254,357,840

197,836,100

Total Total Total Total 254,357,840 254,357,840 254,357,840 254,357,840 197,836,100 197,836,100 197,836,100 197,836,100



a) The Company has only one class of shares referred to as equity shares having a par value of Rs.10/- Each. Each Holder of equity shares is entitled to one vote per share.

2. Reserves & Surplus2. Reserves & Surplus2. Reserves & Surplus2. Reserves & Surplus a) Securities Premiuma) Securities Premiuma) Securities Premiuma) Securities Premium

At the commencement of the year 412,865,388

246,615,250

Add: Securities Premium on Preferential Allotment of equity shares 73,478,262

166,250,138

Total Total Total Total 486,343,650 486,343,650 486,343,650 486,343,650 412,865,388 412,865,388 412,865,388 412,865,388 b) Special Reserveb) Special Reserveb) Special Reserveb) Special Reserve


5,868,252

Less: Special Reserve Adjusted on Demerger -

(2,347,301)

-


c) Surplusc) Surplusc) Surplusc) Surplus


16,180,598

Less: Profit & Loss Account Balance Adjusted on Demerger -

(3,937,843)

Add: For current year (2,559,159)

16,084,644

Total Total Total Total 25,768,240 25,768,240 25,768,240 25,768,240 28,32 28,32 28,32 28,327,399 7,399 7,399 7,399 Grand Total Grand Total Grand Total Grand Total 515,632,841 515,632,841 515,632,841 515,632,841 444,713,738 444,713,738 444,713,738 444,713,738


(Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) Notes on Financial Statements Notes on Financial Statements Notes on Financial Statements Notes on Financial Statements

Amount in ` Rs

AS AT AS AT AS AT AS AT AS AT AS AT AS AT AS AT PARTICULARSPARTICULARSPARTICULARSPARTICULARS

31.03.2012 31.03.2012 31.03.2012 31.03.2012 31.03.2011 31.03.2011 31.03.2011 31.03.2011 3. Long Term Borrowings3. Long Term Borrowings3. Long Term Borrowings3. Long Term Borrowings SECURED LOANSSECURED LOANSSECURED LOANSSECURED LOANS i. Term Loans i. Term Loans i. Term Loans i. Term Loans - From Banks

State Bank of Hyderabad 1,238,291

3,921,356

Total 1,238,291

3,921,356



Notes : Notes : Notes : Notes : 1. Term loan referred above is secured by mortgage of fixed assets present and future of the company On first charge.

ii. Un Secu ii. Un Secu ii. Un Secu ii. Un Secured red red red

- Directors 57,581,042

4,351,726

- Others -

9,742,681

Total 57,581,042

14,094,407

iii.Deffered Tax L iii.Deffered Tax L iii.Deffered Tax L iii.Deffered Tax Liability iability iability iability

At the Commencement of the year 13,383,403

-

Less: Transferred on Demerger -

-

Add: Transferred from Merged Companies -

12,528,503

Add: Current year Provision 18,164,728

854,900

TOTAL TOTAL TOTAL TOTAL 31,548,131 31,548,131 31,548,131 31,548,131 13,383,403 13,383,403 13,383,403 13,383,403

Octant Industries Limited Octant Industries Limited Octant Industries Limited Octant Industries Limited (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED)

Notes on financial statements Notes on financial statements Notes on financial statements Notes on financial statements Amount in `Rs

AS AT AS AT AS AT AS AT AS AT AS AT AS AT AS AT PARTICULARS PARTICULARS PARTICULARS PARTICULARS

31.03.2012 31.03.2012 31.03.2012 31.03.2012 31.03.2011 31.03.2011 31.03.2011 31.03.2011 4. Short Term Borrowin 4. Short Term Borrowin 4. Short Term Borrowin 4. Short Term Borrowings gs gs gs Secured Secured Secured Secured a) Loans repayable on demand

- State Bank of Hyderabad 128,225,306

106,273,881

- IDBI 28,026,812

-


Working capital loans are Secured by way of hypothecation of Raw Materials, Stock - in - process, finished goods and stores and spares and book debts of the Company and also



secured by way charge on collateral securities provided by the company for the castor oil division 5. Trade Payables 5. Trade Payables 5. Trade Payables 5. Trade Payables

Dues to : Small and Micro Enterprises (*) -

: Other than Small and Micro Enterprises 31,669,296

13,806,973

Total Total Total Total 31,669,296 31,669,296 31,669,296 31,669,296 13,806,973 13,806,973 13,806,973 13,806,973 (*) Interest paid, payable or accrued and due to Micro and small enterprises is Rs.NIL (Previous Year Rs.NIL) 6. Other Current Liabilities 6. Other Current Liabilities 6. Other Current Liabilities 6. Other Current Liabilities (a) Current maturities of long-term bebt i. Term Loans - from Banks

State Bank of Hyderabad 2,580,000

2,580,000

Total Total Total Total 2,580,000 2,580,000 2,580,000 2,580,000 2,580,000 2,580,000 2,580,000 2,580,000 7. Short Term Provisions 7. Short Term Provisions 7. Short Term Provisions 7. Short Term Provisions (b) Interest accrued but not due on borrowings

(c) Other Payables 897,628

615,412

(d) Other Payables - Provision for Taxes 6,781,065

4,090,413

(e) Salary & Reimbursements 1,234,939

478,581

(f) Contribution to PF & ESI 491,099

250,203


octant industries limite octant industries limite octant industries limite octant industries limited d d d (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED)

Notes on financial statements Notes on financial statements Notes on financial statements Notes on financial statements Amount in `Rs


31.03.2012 31.03.2012 31.03.2012 31.03.2012 31.03.2011 31.03.2011 31.03.2011 31.03.2011 9. Non 9. Non 9. Non 9. Non ---- Current Assets Current Assets Current Assets Current Assets

Development Expenditure 172,865,917

172,865,917

Amalgamation Expenditure 1,651,393

2,201,857

Total 174,517,310

175,067,774

10. Long Te 10. Long Te 10. Long Te 10. Long Term Loans and Advances rm Loans and Advances rm Loans and Advances rm Loans and Advances

Commitment Deposit With OREDA 5,000,000

5,000,000

Other Deposits 169,600

169,600



Advance for Capital Goods purchase 116,983,916

-

Other Advances 1,471,098

-

Advances to Raw Material Suppliers 28,347,328

-


11. Inventories 11. Inventories 11. Inventories 11. Inventories (Valued and certified by the management) (Valued and certified by the management) (Valued and certified by the management) (Valued and certified by the management)

Raw Materials 80,978,142

35,337,205

Stores and Spares 3,416,158

2,212,615

Packing Material 559,512

331,740

Work - in -progress 3,552,800

4,484,800

Finished Goods 59,745,000

51,960,000


12. Trade 12. Trade 12. Trade 12. Trade ReceivablesReceivablesReceivablesReceivables (unsecured, considered good) (unsecured, considered good) (unsecured, considered good) (unsecured, considered good)

Receivables for a period of exceeding six months 3,532,500

-

Receivables for a period less than six months 147,849,252

86,659,511

Export - Receivables 3,093,630

2,047,158


13. Cash and Cash Equivalents 13. Cash and Cash Equivalents 13. Cash and Cash Equivalents 13. Cash and Cash Equivalents Balances with Banks

With Scheduled Banks 622,762

52,025

Cash on hand 228,263

185,259

Balance with Banks against Margin Money/Gurantees 5,250,436

5,058,000


14. Short 14. Short 14. Short 14. Short ---- term loans and advances term loans and advances term loans and advances term loans and advances (Unsecured considered good)

Prepaid Insurance 43,034

19,678

TDS on interest 9,715

8,410

VAT Input 4,572,718

2,099,764

Cenvat 151,986

38,080

Advances to Staff 211,999

345,852


15. Other Current Assets 15. Other Current Assets 15. Other Current Assets 15. Other Current Assets

DEPB Receivable 1,418,218

520,950

Interest Receivable 74,019

76,916

TOTAL TOTAL TOTAL TOTAL 1,492,237 1,492,237 1,492,237 1,492,237 597,866 597,866 597,866 597,866


(Former (Former (Former (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) ly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) ly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) ly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) Notes on financial statements Notes on financial statements Notes on financial statements Notes on financial statements

Amount in

rupees


31.03.2012 31.03.2012 31.03.2012 31.03.2012 31.03.2011 31.03.2011 31.03.2011 31.03.2011 16. Revenue from operations 16. Revenue from operations 16. Revenue from operations 16. Revenue from operations



Sale of Products Sale of Products Sale of Products Sale of Products

Castor oil Derivatives Castor oil Derivatives Castor oil Derivatives Castor oil Derivatives 472,734,258

373,298,408

Agriculture 89,422,097

128,522,319

Software -

53,765,500


17. Other Income 17. Other Income 17. Other Income 17. Other Income

DEPB License

897,268 1,783,666

Gain on Foreign Currency transactions & translation

1,375,683 89,140

Interest on Deposits

12,780 89,192

Miscellaneous Income

132,360 178,200

TOTAL TOTAL TOTAL TOTAL 2,4 2,4 2,4 2,418,091 18,091 18,091 18,091 2,140,198 2,140,198 2,140,198 2,140,198

18. Cost of Materials Consumed 18. Cost of Materials Consumed 18. Cost of Materials Consumed 18. Cost of Materials Consumed

Opening Stocks Opening Stocks Opening Stocks Opening Stocks

35,337,205 -

Add: Purchases

408,017,604 369,455,528

443,354,809

369,455,528

Less: Cost of Raw Material Sold Less: Cost of Raw Material Sold Less: Cost of Raw Material Sold Less: Cost of Raw Material Sold ---- ----

Less: Closing Stocks 50,709,792

35,337,205

Raw Material Consumed 392,645,017

334,118,323


(Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) Notes on financial statements Notes on financial statements Notes on financial statements Notes on financial statements

Amount in `Rs.


31.03.2012 31.03.2012 31.03.2012 31.03.2012 3 3 3 31.03.2011 1.03.2011 1.03.2011 1.03.2011 19. Changes in inventories of Finished Goods, Work 19. Changes in inventories of Finished Goods, Work 19. Changes in inventories of Finished Goods, Work 19. Changes in inventories of Finished Goods, Work----inininin---- ---- progress and stok in trade progress and stok in trade progress and stok in trade progress and stok in trade Opening Stocks Opening Stocks Opening Stocks Opening Stocks

Castor oil Derivatives 51,960,000

18,175,000

Work - in - progress 4,484,800

4,180,000

56,444,800

22,355,000

Closing Stocks Closing Stocks Closing Stocks Closing Stocks

Castor Oil Derivatives

59,745,000 51,960,000

Work - in - progress 3,552,800

4,484,800

63,297,800

56,444,800

(Increase) / decrease in s (Increase) / decrease in s (Increase) / decrease in s (Increase) / decrease in stocks tocks tocks tocks (6,853,000) (6,853,000) (6,853,000) (6,853,000) (34,089,800) (34,089,800) (34,089,800) (34,089,800)

20. Employee Benefits Expense 20. Employee Benefits Expense 20. Employee Benefits Expense 20. Employee Benefits Expense

Salaries, wages, bonus and other benefits 3,696,782

4,908,047

Contribution to Provident Fund 228,037

-

Contribution to Employee State Insurance 59,424

Staff welfare expenses 93,733

99,106

TOTA TOTA TOTA TOTAL L L L 4,077,976 4,077,976 4,077,976 4,077,976 5,007,153 5,007,153 5,007,153 5,007,153



21. Finance Cost 21. Finance Cost 21. Finance Cost 21. Finance Cost

Interest to Banks 19,350,680

13,179,648

Other Borrowing Costs 3,112,991

2,558,251

Total 22,463,671

15,737,899

22. Depreciation and amortisation expense 22. Depreciation and amortisation expense 22. Depreciation and amortisation expense 22. Depreciation and amortisation expense

Depreciation 26,179,983

27,489,022

Amortisation expense 550,464

550,464

Total 26,730,447

28,039,486

octant Industries Limited octant Industries Limited octant Industries Limited octant Industries Limited

(Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) (Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED) Notes on fina Notes on fina Notes on fina Notes on financial statements ncial statements ncial statements ncial statements

Amount in `Rs.


31.03.2012 31.03.2012 31.03.2012 31.03.2012 31.03.2011 31.03.2011 31.03.2011 31.03.2011 23. Other Expenses 23. Other Expenses 23. Other Expenses 23. Other Expenses Stores Consumption Stores Consumption Stores Consumption Stores Consumption

Consumable Stores 5,464,978

3,344,138

Packing Material Consumed 2,141,865

1,924,285

Software Division Expenses -

53,406,700

Agriculture Division Expenses 77,385,120

117,170,578

Total 84,991,963

175,845,701

Power & Fuel Power & Fuel Power & Fuel Power & Fuel

Electricity Charges 4,950,322

4,693,763

Fuel Consumed -

-

Total 4,950,322

4,693,763

Payments to the auditor as Payments to the auditor as Payments to the auditor as Payments to the auditor as

auditor 125,000

110,000

for taxation matters 75,000

55,450

for Certification 75,750

-

Total 275,750

165,450

Rent 366,000

270,645

Repairs 776,285

376,287

Rates and taxes, excluding taxes on income 65,044

40,639

Printing and Stationary 398,564

85,479

Postage, telegrams and telephones 152,060

28,409

Travelling and conveyance 1,419,865

412,852

Managerial Remuneration 610,095

1,020,000

Director's Sittiing Fee 50,000

-

Advertisement 150,066

50,392

Expenses on sales 5,295,239

3,262,229

Legal & Professional Charges 1,668,949

280,195

Vehicle Maintenance 87,865

38,202



Miscellaneous expenses 408,394

919,019

Listing Fee 92,326

75,000

Other Expenses 4,399,771

2,529,056


106,158,558 106,158,558 106,158,558 106,158,558 190,093,318 190,093,318 190,093,318 190,093,318


(Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED)(Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED)(Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED)(Formerly M/s. OCTANT INTERACTIVE TECHNOLOGIES LIMITED)

Cash Flow Statement for the year ended 31st March 2Cash Flow Statement for the year ended 31st March 2Cash Flow Statement for the year ended 31st March 2Cash Flow Statement for the year ended 31st March 2012012012012 Amount in Amount in Amount in Amount in `̀̀̀ Rs Rs Rs Rs

for the year endedfor the year endedfor the year endedfor the year ended for the year endedfor the year endedfor the year endedfor the year ended PARTICULARSPARTICULARSPARTICULARSPARTICULARS 31st March 201231st March 201231st March 201231st March 2012 31st March 201131st March 201131st March 201131st March 2011

A. Cash flow from operating activitiesA. Cash flow from operating activitiesA. Cash flow from operating activitiesA. Cash flow from operating activities Net profit/(loss) before taxation 19,147,938 18,820,045

Adjustments for Depreciation 26,179,983 27,489,022 Amalgamation Expenditure Amortization 550,464 550,464 Operating income before working capital Operating income before working capital Operating income before working capital Operating income before working capital changeschangeschangeschanges 45,878,384 45,878,384 45,878,384 45,878,384 46,859,531 46,859,531 46,859,531 46,859,531 Changes in Working Changes in Working Changes in Working Changes in Working Capital Capital Capital Capital (Increase)/ Decrease in Inventories (53,925,252) (56,308,360)



(Increase)/ Decrease in Sundry Debtors (65,768,713) 21,697,489 (Increase)/ Decrease in Current assets loans &advances (3,372,039) (619,275) Increase / (Decrease) in Current Liabilities & Provisions 71,810,682 (51,255,322) (3,723,436) (38,953,582)

Cash generated from operations Cash generated from operations Cash generated from operations Cash generated from operations (5,376,938) (5,376,938) (5,376,938) (5,376,938) 7,905,949 7,905,949 7,905,949 7,905,949 Less: Tax Expenses (3,542,368) (1,880,501)

Net cash generated from operating activities Net cash generated from operating activities Net cash generated from operating activities Net cash generated from operating activities (8,919,306) (8,919,306) (8,919,306) (8,919,306) 6,025,448 6,025,448 6,025,448 6,025,448

B. Cash flow from investment activitiesB. Cash flow from investment activitiesB. Cash flow from investment activitiesB. Cash flow from investment activities Acquisition of Fixed assets (including Capital WIP) (14,310,747) (21,724,448) Subsidy Received from State Govt - 1,500,000 Advances Paid for Capital Goods (146,802,342) Sale/Disposal of Fixed Assets - - Net cash generated/ (used) in Investment Net cash generated/ (used) in Investment Net cash generated/ (used) in Investment Net cash generated/ (used) in Investment activitiesactivitiesactivitiesactivities (161,113,089) (161,113,089) (161,113,089) (161,113,089) (20,2 (20,2 (20,2 (20,224,448)24,448)24,448)24,448)

C. Cash flow from finance activitiesC. Cash flow from finance activitiesC. Cash flow from finance activitiesC. Cash flow from finance activities

Increase in share capital 56,521,740 - Increase in Security Premium 73,478,262 Repayments/(proceeds) of long term borrowings (2,683,063) (1,077,725) Increase/(Decrease) in Bank Borrowings - 20,219,816 Increase/(Decrease) in Share application money 34,998 - Increase/ (Decrease) in Unsecured loans 43,486,635 2,213,745 Amalgamation Expenditure - (2,752,321) Net cash generated/ (used )in financing Net cash generated/ (used )in financing Net cash generated/ (used )in financing Net cash generated/ (used )in financing activitiesactivitiesactivitiesactivities 170,838,572 170,838,572 170,838,572 170,838,572 18,603,515 18,603,515 18,603,515 18,603,515

D. Net increase/(decrease) in cash and cash D. Net increase/(decrease) in cash and cash D. Net increase/(decrease) in cash and cash D. Net increase/(decrease) in cash and cash equivalents equivalents equivalents equivalents 806,177 806,177 806,177 806,177 4,404,515 4,404,515 4,404,515 4,404,515 Cash and cash equivalents as at the commencement of the year 5,295,284 505,725 Add/(Less): On Amalgamation & (Demerger) - 385,044 Cash and cash equivalents as at the end of the year 6,101,461 6,101,461 6,101,461 6,101,461 5,295,284 5,295,284 5,295,284 5,295,284

This is the Cash flow Statement referred to in our report of even date For and on behalf of the board of Directors of For N.SIVA PRASAD ASSOCIATES For N.SIVA PRASAD ASSOCIATES For N.SIVA PRASAD ASSOCIATES For N.SIVA PRASAD ASSOCIATES OCTANT INDUSTRIES LIMITED OCTANT INDUSTRIES LIMITED OCTANT INDUSTRIES LIMITED OCTANT INDUSTRIES LIMITED Firm Registration No.003885 S Chartered Accountants Sd/Sd/Sd/Sd/---- Sd/Sd/Sd/Sd/---- MANMOHAN SAHU MANMOHAN SAHU MANMOHAN SAHU MANMOHAN SAHU INDIRA SAHU INDIRA SAHU INDIRA SAHU INDIRA SAHU Sd/Sd/Sd/Sd/---- MANAGING DIRECTOR MANAGING DIRECTOR MANAGING DIRECTOR MANAGING DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR G.VENKATACHALAM G.VENKATACHALAM G.VENKATACHALAM G.VENKATACHALAM PARTNER PARTNER PARTNER PARTNER Membership.No.200616 Membership.No.200616 Membership.No.200616 Membership.No.200616 Sd/Sd/Sd/Sd/---- SEPTEMBER 4, 2012SEPTEMBER 4, 2012SEPTEMBER 4, 2012SEPTEMBER 4, 2012 SATYABRATA PADHI SATYABRATA PADHI SATYABRATA PADHI SATYABRATA PADHI COMPANY SECRATORY COMPANY SECRATORY COMPANY SECRATORY COMPANY SECRATORY

NOTES ON NOTES ON NOTES ON NOTES ON FINANCIAL STATEMENTFINANCIAL STATEMENTFINANCIAL STATEMENTFINANCIAL STATEMENT

Amount in LakhsAmount in LakhsAmount in LakhsAmount in Lakhs ParticularsParticularsParticularsParticulars As atAs atAs atAs at As atAs atAs atAs at 31.03.201231.03.201231.03.201231.03.2012 31.03.201131.03.201131.03.201131.03.2011 24. 24. 24. 24. Contingent Liabilities not Contingent Liabilities not Contingent Liabilities not Contingent Liabilities not providedprovidedprovidedprovided for for for for a) Against Foreign bills discounted 30.94 20.54

b) Against inland Letter of Credit 126.09 128.97

c) Demand raised by the income tax department for the 26.00 -

Asst. Year 2006 – 07 on subjecting the misc. income and

The matter is pending before the Appellate Authority,

Mumbai.



d) Demand raised by the Income tax department for the 9.11 -

Asst. Year 2008 – 09 on subjecting the sale of investments

And the matter is pending before the Appellate Authority,

Mumbai.

e) Demand Raised by the Income Tax department for the 1813.69 -

Asst. Year 2009 – 2010 on subjecting the disallowance of

Expenditure and the matter is pending before the

Appellate Authority, Mumbai.

25252525 Expenditure in Foreign Currency during the year Expenditure in Foreign Currency during the year Expenditure in Foreign Currency during the year Expenditure in Foreign Currency during the year NilNilNilNil NilNilNilNil

26262626 Value of imports calculated on CIF basisValue of imports calculated on CIF basisValue of imports calculated on CIF basisValue of imports calculated on CIF basis Nil Nil Nil Nil NilNilNilNil

27272727 Earnings in Foreign ExchangeEarnings in Foreign ExchangeEarnings in Foreign ExchangeEarnings in Foreign Exchange

FOB value of Exports 732.24 189.09

28 ComposiComposiComposiComposition of Net Deferred Tax Asset / (Liability)tion of Net Deferred Tax Asset / (Liability)tion of Net Deferred Tax Asset / (Liability)tion of Net Deferred Tax Asset / (Liability) Deferred Tax Liability on account of Depreciation 315.48 133.83 ===== ===== Total 315.48 133.83 ===== =====

Name of the Party Relationship Name of Current year previous year Transaction 2011 – 12 2010 - 11 ____________________________________________________________________________________________



29292929 Related Related Related Related party disclosureparty disclosureparty disclosureparty disclosure Related party disclosures as

Required by AS-18 are Given under

a)a)a)a) Transactions during the year (Expenditure)Transactions during the year (Expenditure)Transactions during the year (Expenditure)Transactions during the year (Expenditure)

Sri. Manmohan Sahu Key Management Remuneration 12.00 7.50 Sri Manmohan Sahu Key Management Extended 293.51 43.52 Unsecured

Loan Smt Indira Sahu Key Managemer Extended 282.30 - Unsecured Loan

Bahuda Agro Tech Enterprise in which Private Limited the key management Sales 769.38 - Personal and relatives are interested

30303030 Employee BenefitsEmployee BenefitsEmployee BenefitsEmployee Benefits

Employee benefit in the form of provident fund is a defined contribution scheme and the contributions are charged to profit and loss account of the year when the contribution to the respective funds is due. There are no other obligations other than the contributions payable to the respective authorities.

31. Earnings per Share as per Accounting Standard No.20 Net Profit Available for equity share holders -25.59 160.84 Weighted average number of equity shares 254.36 197.836 Basic and Diluted earnings per share -0.101 0.664 32323232 Segment information for the year ended 31.03.2012Segment information for the year ended 31.03.2012Segment information for the year ended 31.03.2012Segment information for the year ended 31.03.2012

During the Current Financial year the Company has identified two reportable segments i.e. Castor oil derivatives and Agri Division



A) Information about primary business segments

Particulars year ended year ended 31.03.2012 31.03.2011

1.1.1.1. Segment Wise RevenueSegment Wise RevenueSegment Wise RevenueSegment Wise Revenue

(Net Sales and other Income)

Castor Oil Derivatives 4727.34 3732.98

Agri Division 894.22 1285.22

Software Division - 537.66

====== ======

TotalTotalTotalTotal 5621.565621.565621.565621.56 5555.865555.865555.865555.86

====== ======

2.2.2.2. Segment Result Segment Result Segment Result Segment Result –––– Profit/Loss Profit/Loss Profit/Loss Profit/Loss

Before tax and interest from each segment

Castor oil Division 461.70 71.09

Agri Division 120.36 113.52

Software Division -163.91 3.59

====== =====

TotalTotalTotalTotal 444418.15 18.15 18.15 18.15 188.20188.20188.20188.20

====== =====

3.3.3.3. Segment AssetsSegment AssetsSegment AssetsSegment Assets


Agri Division 302.68 -

Software Division 2249.77 2413.69

Biomass Division 1612.66 312.32

====== ======


====== ======

4.4.4.4. Segment LiabilitiesSegment LiabilitiesSegment LiabilitiesSegment Liabilities


Agri Division 280.26 -

Software Division - -

====== ======




====== ======

5.5.5.5. Capital ExpenditureCapital ExpenditureCapital ExpenditureCapital Expenditure


Agri Division - -

Software Division - -

Biomass Division 130.49 262.32

===== =====


===== =====

6.6.6.6. DepreciationDepreciationDepreciationDepreciation


Agri Division - -

Software Division 163.91 175.88

Biomass - -

========= ==========


========= ==========

B) Information about secondary business segments

By Geographical market

With in India 86% 4820.60 96% 5338.32

Outside India 14% 770.84 4% 217.54

===== =====


====== =====

33. Consequent to the Notification under the Companies Act, 1956, the financial statements for the year

ended 31st March, 2012 are prepared under Revised Schedule VI. Accordingly the previous year’s

figures have been reclassified to conform to this year’s classification.

34.34.34.34. Significant Accounting PoliciesSignificant Accounting PoliciesSignificant Accounting PoliciesSignificant Accounting Policies

a)a)a)a) Basis of Accounting and Accounting Conventions:Basis of Accounting and Accounting Conventions:Basis of Accounting and Accounting Conventions:Basis of Accounting and Accounting Conventions:



The financial statements are prepared under the historical cost convention on accrual basis in

accordance with the Indian Generally Accepted Principles Accepted Accounting Principles (IGAAP)

comprising the Accounting standards Notified under Companies Accounting Standards Rules 2006

by the Central Government of India under section 211(3C)of the Companies Act 1956, Various

pronouncements of the Institute of Chartered Accountants of India and the provisions of the

Companies Act, 1956 and guidelines issued by the Securities Exchange Board of India (SEBI).

b)b)b)b) Use of Estimates:Use of Estimates:Use of Estimates:Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles

requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent liabilities at the date of financial statements and results of

the operations during the reporting period. Although these estimates are based upon the

management’s best knowledge of current events and actions, actual results could differ from these

estimates.

c)c)c)c) Revenue Recognition:Revenue Recognition:Revenue Recognition:Revenue Recognition:

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the

company and revenue can be reliably measured.

Revenue from sale of goods is recognized on dispatch which coincides with transfer of significant

risks and rewards to customer and is exclusive of excise duty and net of trade discounts, sales returns

and sales tax, where applicable.

Interest is recognized on a time proportion basis taking into account the amount outstanding and

the rate applicable.

Dividend is recognized as and when the company’s right to receive payment is established.

d)d)d)d) Fixed Assets:Fixed Assets:Fixed Assets:Fixed Assets:

Fixed assets are stated at cost less accumulated depreciation, impairment losses and specific

grants/subsidies, if any. Cost includes purchase price, fright, non refundable taxes and duties and any

identifiable expenditure to bring the assets to its present location and working condition for intended

use. Finance cost relating to acquisition of fixed assets which takes substantial period of time to get

ready for use are included to the extent they relate to the period till such assets are ready for its

indented use.



Expenditure directly relating to construction activities capitalized. Indirect is capitalized to the extent

those relate to the construction activity or is incidental there to. Income earned during the

construction period is deducted from the total expenditure relating to construction activity.

Assets retired from active use and held for disposal are stated at their estimated net releasable values

or net book values, whichever is lower.

e) Depreciation:Depreciation:Depreciation:Depreciation:

Depreciation on Fixed Assets has been provided on Straight Line Method, based on the useful life of

the assets as estimated by the management which generally coincides with rates specified in

Schedule XIV to the Companies Act, 1956. Depreciation on addition/deletion of assets during the

year is provided on a pro-rata basis.

f)f)f)f) Intangible Assets:Intangible Assets:Intangible Assets:Intangible Assets: Cost relating to licenses and other intangible assets, which are acquired, are capitalized and

amortized on the useful life of the assets as estimated by the management.

g)g)g)g) Impairment :Impairment :Impairment :Impairment : The carrying amount of the assets is reviewed at each balance sheet date if there is any indication of

impairment based on internal/external factors. An impairment loss is recognized wherever the

carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater

of the asset’s net selling price and its value in use, the estimates of the time value of money and risks

specific to the asset.

After impairments are carried at costs, however, diminution in value is provided to recognize a

decline, other than temporary, in the value of the investments.

h)h)h)h) Government grants and subsidies :Government grants and subsidies :Government grants and subsidies :Government grants and subsidies :

Grants and subsidies are recognized when there is a reasonable assurance that the grant or subsidy

will be received and that all underline conditions there to will be complied with. When grant or

subsidy relates an asset, its value is deducted in arriving in carrying amount of the related asset.

i)i)i)i) Investments:Investments:Investments:Investments:



Investments that are readily realizable and intended to be held for not more than a year are classified

as current investment. All other Investments are classified as long term investments current

investments are carried at lower of cost and fair value determined on individual investment basis.

Long term investments carried at cost. However, diminishing in value is provided to recognize a

decline, other than temporary, in the value of investments.

j)j)j)j) Inventories:Inventories:Inventories:Inventories: Raw-materials, packing materials, stores & spares and consumables valued at lower of cost, calculated

on “First In First Out” basis, and net realizable value. Items held for use in the production of

inventories and not written down below cost. If the finished product in which they will be

incorporated are expected to be sold at or above cost.

Finished goods and work-in-progress are valued at lower of cost and net realizable value. Cost

includes material, labour and a proportion of appropriate over heads. Cost of finished goods includes

excise duty wherever applicable. Cost is determined on weighted basis.

Trading goods are valued at lower of cost and net realizable value.

Net realizable value is the estimated selling price in the ordinary course of business, reduced by the

estimated cost of computation costs to affect the sale.

k) Income taxes:Income taxes:Income taxes:Income taxes:

Tax expenses companies of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act, 1961. Deferred income taxes reflected the impact of current year timing difference between taxable income and accounting income for the year and reverser of timing differences of earlier years.

Deferred Tax is measured based on tax rates enacted or subsequently enacted at the Balance Sheet Date. Deferred tax assets are recognized only to the extent that there is reasonable certainly that sufficient future taxable income will be available against which such deferred tax asset can be realized. In situations where the company unobserved depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty support by convincing evidence that they can be realized against future taxable profits.

Un-recognized deferred tax assets of earlier years are re-assessed and recognized to the extent that it has become reasonably certain or virtually certain, as the case may be that future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of the deferred tax assets are reviewed at each balance sheet date. The company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will available.

l)

Foreign Currency Transactions:Foreign Currency Transactions:Foreign Currency Transactions:Foreign Currency Transactions:

Initial RecognisationInitial RecognisationInitial RecognisationInitial Recognisation: Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and foreign currency at the date of the transaction.



ConversionConversionConversionConversion: Foreign currency monetary items are reported at yearend rates. Non-monetary items which are carried in terms of historical cost denominated in foreign currency are reported using the exchange rate at the date of transaction. Exchange differencesExchange differencesExchange differencesExchange differences: Exchange differences are arising on the settlement of monetary items or on reporting monetary items of company at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expense in the year in which they arise.

Forward exchange contracts not intended for trading or speculation purposes: In case of forward exchange contracts, difference between the forward rate and exchange rate on the date of transaction is recognized as expense or income over the life the contract. Exchange differences on such contracts are recognized in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognized as income or expense for the year.

m)m)m)m) Export Benefits, incExport Benefits, incExport Benefits, incExport Benefits, incentives and licenses: entives and licenses: entives and licenses: entives and licenses: Export benefits on account of entitlement to import of goods free of duty under the ‘Duty

Entitlement Pass Book under Duty Exemption Scheme’ and benefits on account of export promotion scheme included in revenues are accrued and accounted in the year export.

n)n)n)n) Borrowing Cost:Borrowing Cost:Borrowing Cost:Borrowing Cost:

Borrowing costs that are directly relatable to acquisition, construction or production of qualifying assets is capitalized as part of the cost of such asset. All other borrowing costs are charged to revenue.

o)o)o)o) Provisions and Contingent Liabilities:Provisions and Contingent Liabilities:Provisions and Contingent Liabilities:Provisions and Contingent Liabilities:

A provision is recognized when the company has a present obligation as result of past event and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate require to settle the obligation at the balance sheet date. These are reviewed at each balance sheet and adjusted to reflect the current best estimates. Financial effect of contingent liabilities is disclosed based on information available up to the date on which financial statements is approved. However where a reasonable estimate of financial effect be made, suitable disclosures are made with regard to this fact and the existence and nature of the contingent liability. p)p)p)p) Details of Security Given for Secured Loans: Details of Security Given for Secured Loans: Details of Security Given for Secured Loans: Details of Security Given for Secured Loans:

i.i.i.i. Term Loan from SBHTerm Loan from SBHTerm Loan from SBHTerm Loan from SBH



a. First charge on fixed assets both present and future i.e. Plant and Machinery and other

movable and immovable assets of Castor Oil Derivatives Division, situated at Plot.No.65 &

66, Export Promotional Industrial Park, Pashamylaram Village, Patancheru, Medak.

b. Personal Guarantees of the Promoter Directors and Equitable Mortgage of Collateral

Securities owned by the Promoters and their Associates

ii.ii.ii.ii. Working capital Loans from SBH and IDBIWorking capital Loans from SBH and IDBIWorking capital Loans from SBH and IDBIWorking capital Loans from SBH and IDBI

1. State Bank of Hyderabad1. State Bank of Hyderabad1. State Bank of Hyderabad1. State Bank of Hyderabad

a. First charge by way of hypothecation on the entire current assets including all the

stocks and book debts/receivables present and future of Castor Oil Derivatives

Division, situated at Plot.No.65 & 66, Export Promotional Industrial Park,

Pashamylaram Village, Patancheru, Medak.

b. Personal Guarantees of the Promoter Directors and Equitable Mortgage of Collateral

Securities owned by the Promoters and their Associates

2. IDBI2. IDBI2. IDBI2. IDBI

a. Pari passu and charge on current assets of the company.

b. Personal Guarantees of the Promoter Directors and Equitable Mortgage of Collateral Securities owned by the Promoters and their Associates

q)q)q)q) Provision for Gratuity and LProvision for Gratuity and LProvision for Gratuity and LProvision for Gratuity and Leave Encashmenteave Encashmenteave Encashmenteave Encashment: The Company has not provided for Gratuity and Leave Encashment to Employees on accrual basis. However, in the opinion of management the amount involved is negligible and has no impact on Profit & Loss Account. It is further stated that the same will be accounted when it is paid.

r) Employee Stock Option PlanEmployee Stock Option PlanEmployee Stock Option PlanEmployee Stock Option Plan: : : : During the current year, the Company has not announced any Employee Stock Option plan (Previous Year: Nil).

s)s)s)s) The balances of Sundry Debtors, Sundry Creditors and Loans & Advances are subject to confirmation from the parties.



t)t)t)t) Disclosure as per the provisions of the Micro, Small and Medium Enterprises Development Act, 2006:

Sl. NoSl. NoSl. NoSl. No ParticularsParticularsParticularsParticulars 2011201120112011----2012201220122012 2010201020102010----2011201120112011

i Principal amount and separately the interest due thereon remaining unpaid to any supplier at the end of the financial year.

Nil

Nil

ii The amount of interest paid u/s 16 of this Act, along with the amounts of payments made to the supplier beyond the appointed day during each accounting year.

Nil

Nil

iii The amount of interest due and payable for the period of delay in making payment which have been paid but, beyond the appointed day during the year.

Nil

Nil

iv The amount accrued and remaining unpaid at the end of each accounting period; i.e., principal is paid but interest has remained unpaid.

Nil

Nil

v The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to small enterprise, this is required for the purpose of disallowance as a deductible expenditure

Nil

Nil

a)a)a)a) in respect of the amounts mentioned under section 205C of the Companies Act, 1956 there are no dues that are to be credited to the Investor Education and Protection Fund as at March 31, 2011 (March 31, 2010: Nil)

b) Claims against the company not acknowledge as debt: Nil.

wwww) Disclosure pursuant to clause 32 of Listing Agreement: ) Disclosure pursuant to clause 32 of Listing Agreement: ) Disclosure pursuant to clause 32 of Listing Agreement: ) Disclosure pursuant to clause 32 of Listing Agreement:

Loans and Advances in the nature of Loans to subsidiaries: Current Year: Nil (Previous Year: Nil)

x) During this financial year the company has incorporated the under mentioned two subsidiaries

1 Swarnajyothi Agro & Exports India Private Limited



2 RPVS Renewable Energies Private Limited

y) Additional Information pursuant to paragraphs 3 and 4 of part II of Schedule VI of the Companies

Act, 1956 – As certified by the management. a.a.a.a. Quantitative DetailsQuantitative DetailsQuantitative DetailsQuantitative Details

Installed Capacities and Production:Installed Capacities and Production:Installed Capacities and Production:Installed Capacities and Production:

2011201120112011----2012201220122012 2010201020102010----2011201120112011

CapacityCapacityCapacityCapacity CapacityCapacityCapacityCapacity (In terms of production)(In terms of production)(In terms of production)(In terms of production) (In terms (In terms (In terms (In terms of production)of production)of production)of production)

Class of GoodsClass of GoodsClass of GoodsClass of Goods

LicensedLicensedLicensedLicensed LicensedLicensedLicensedLicensed LicensedLicensedLicensedLicensed InstalledInstalledInstalledInstalled Castor Oil Derivatives(Mts.)

7,200 7,200 7,200 7,200

Actual Production (Mts.) 4127.12 4054.62

Turnover Turnover Turnover Turnover 2012012012011111----2012201220122012 2010 2010 2010 2010 ---- 2011 2011 2011 2011

QuantityQuantityQuantityQuantity ValueValueValueValue QuantitQuantitQuantitQuantityyyy ValueValueValueValue

Name of the ProductName of the ProductName of the ProductName of the Product

(MTs)(MTs)(MTs)(MTs) (Rs. Lakhs)(Rs. Lakhs)(Rs. Lakhs)(Rs. Lakhs) (MTs)(MTs)(MTs)(MTs) (Rs. Lakhs)(Rs. Lakhs)(Rs. Lakhs)(Rs. Lakhs)

Hydrogenated Castor Oil 12 - H S A First Special Grade Crude Castor Oil BSS/BP Castor Seeds Soft ware & IT Other Division

3653.92 330.20

- -

21.00 2161.77

- -

4291.43 422.95

- -

12.96 894.22

- -

3722.55 130.17

- -

32.31 2858 - -

3559.24 147.22

- -

26.52 1285.22 537.66

-

TOTALTOTALTOTALTOTAL 6166.896166.896166.896166.89 5621.565621.565621.565621.56 6743.036743.036743.036743.03 5776.645776.645776.645776.64

*Opening Stock of Finished Goods:*Opening Stock of Finished Goods:*Opening Stock of Finished Goods:*Opening Stock of Finished Goods:

2011201120112011----2012201220122012 2010201020102010----2011201120112011

QuantityQuantityQuantityQuantity ValueValueValueValue QuantityQuantityQuantityQuantity VaVaVaValuelueluelue



Hydrogenated Castor Oil 12-Hydroxy Stearic Acid

433.00 -

519.60 -

263.41 -

181.75 -



* The opening stocks relating to Castor Oil Derivatives are considered on merger.* The opening stocks relating to Castor Oil Derivatives are considered on merger.* The opening stocks relating to Castor Oil Derivatives are considered on merger.* The opening stocks relating to Castor Oil Derivatives are considered on merger.

Closing Stock of Finished Goods:Closing Stock of Finished Goods:Closing Stock of Finished Goods:Closing Stock of Finished Goods: 2011 2011 2011 2011 ---- 2012 2012 2012 2012 2010 2010 2010 2010 ---- 2011 2011 2011 2011

QuantityQuantityQuantityQuantity ValueValueValueValue QuantityQuantityQuantityQuantity ValueValueValueValue



Hydrogenated Castor Oil 12-Hydroxy Stearic Acid

510.00

45.00

545.70

51.75

433 -

519.60 -

Raw Material Consumed:Raw Material Consumed:Raw Material Consumed:Raw Material Consumed:

2011 2011 2011 2011 ---- 2012 2012 2012 2012 2010 2010 2010 2010 ---- 2011 2011 2011 2011

QuantityQuantityQuantityQuantity ValueValueValueValue QuantityQuantityQuantityQuantity ValueValueValueValue

Name Name Name Name of the Productof the Productof the Productof the Product


Raw Material Consumed 4311.30 3926.45 4137.52 3341.18

Value of Stores, Chemicals & Packing Material Consumed:Value of Stores, Chemicals & Packing Material Consumed:Value of Stores, Chemicals & Packing Material Consumed:Value of Stores, Chemicals & Packing Material Consumed: 2011201120112011---- 201 201 201 2012222 2010 2010 2010 2010 –––– 2011 2011 2011 2011

ValueValueValueValue %%%% ValueValueValueValue %%%%


(Rs. Lakhs)(Rs. Lakhs)(Rs. Lakhs)(Rs. Lakhs) (Percentage)(Percentage)(Percentage)(Percentage) (Rs. Lakhs)(Rs. Lakhs)(Rs. Lakhs)(Rs. Lakhs) (Percentage)(Percentage)(Percentage)(Percentage)

Indigenous 76.06 100% 52.68 100%

B.... Auditor's RemunerationAuditor's RemunerationAuditor's RemunerationAuditor's Remuneration Auditors RemunerationAuditors RemunerationAuditors RemunerationAuditors Remuneration 2011 2011 2011 2011 –––– 2012 2012 2012 2012 2010 2010 2010 2010 –––– 2011 2011 2011 2011 Audit Fees 125000 75,000 Tax Audit Fees 75000 35,000 Taxation and Other Matters 75750 55,450 TotalTotalTotalTotal 275750275750275750275750 1,65,4501,65,4501,65,4501,65,450

c) The figures have been rounded off to the nearest rupee and previous year figures are

regrouped/

Re arranged wherever necessary to conform to those of the current year classification.

In our report of even date. For and on behalf of the board of Directors of

For N. SIVA PRASAD ASSOCIATES For N. SIVA PRASAD ASSOCIATES For N. SIVA PRASAD ASSOCIATES For N. SIVA PRASAD ASSOCIATES OCTANT INDUSTRIES LIMITED OCTANT INDUSTRIES LIMITED OCTANT INDUSTRIES LIMITED OCTANT INDUSTRIES LIMITED

Firm Registration No. 003885 S

Chartered Accountants ----Sd/Sd/Sd/Sd/---- Sd/Sd/Sd/Sd/----

MANMOHAN SAHU MANMOHAN SAHU MANMOHAN SAHU MANMOHAN SAHU INDIRA SAHUINDIRA SAHUINDIRA SAHUINDIRA SAHU

Sd/Sd/Sd/Sd/---- MANAGING DIRECTOR MANAGING DIRECTOR MANAGING DIRECTOR MANAGING DIRECTOR DIRECTOR DIRECTOR DIRECTOR DIRECTOR

G.VENKATACHALAM G.VENKATACHALAM G.VENKATACHALAM G.VENKATACHALAM

PARTNER PARTNER PARTNER PARTNER Sd/Sd/Sd/Sd/-

Membership.No.200616Membership.No.200616Membership.No.200616Membership.No.200616 SATYABRATA PADHI SATYABRATA PADHI SATYABRATA PADHI SATYABRATA PADHI

COMPANY SECRATORY COMPANY SECRATORY COMPANY SECRATORY COMPANY SECRATORY SecunderabadSecunderabadSecunderabadSecunderabad, , , , September 0September 0September 0September 04444, 2012, 2012, 2012, 2012



OCTANT OCTANT OCTANT OCTANT INDUSTRIES LIMITEDINDUSTRIES LIMITEDINDUSTRIES LIMITEDINDUSTRIES LIMITED Registered Office: Registered Office: Registered Office: Registered Office: D.NO.AD.NO.AD.NO.AD.NO.A----5,15,15,15,1

STSTSTST FLOOR FLOOR FLOOR FLOOR, INDIAN, INDIAN, INDIAN, INDIAN AIRLINES COLONY AIRLINES COLONY AIRLINES COLONY AIRLINES COLONY OPPOPPOPPOPP.POLICE LINE.POLICE LINE.POLICE LINE.POLICE LINE, SECUNDERABAD, SECUNDERABAD, SECUNDERABAD, SECUNDERABAD----500 003500 003500 003500 003, ANDHRA, ANDHRA, ANDHRA, ANDHRA PRADESH PRADESH PRADESH PRADESH, INDIA, INDIA, INDIA, INDIA

ATTENDANCE SLIPATTENDANCE SLIPATTENDANCE SLIPATTENDANCE SLIP

Members or their proxies are requested to present this for admission, duly signed in accordance with their specimen signatures registered with the Company. The admission will, however, be subject to verification of signatures and such other checks, as may be necessary.

NAME & ADDRESS OF THE SHAREHOLDERNAME & ADDRESS OF THE SHAREHOLDERNAME & ADDRESS OF THE SHAREHOLDERNAME & ADDRESS OF THE SHAREHOLDER

DP ID/CLIENT ID LEDGER FOLIODP ID/CLIENT ID LEDGER FOLIODP ID/CLIENT ID LEDGER FOLIODP ID/CLIENT ID LEDGER FOLIO

NO. OF SHARES HELDNO. OF SHARES HELDNO. OF SHARES HELDNO. OF SHARES HELD

I hereby record my presence at the ANNUAL GENERAL MEETING of the Company held on Friday, the 29

th day of September, 2012 at10.30 A.M. at Ground Floor, Pool Side Mini Hall, Country Club ,6-3-

1219,Station Road,Begumpet,Hyderabad-500016, Andhra Pradesh SIGNATURE OF THE SHAREHOLDER OR PROXY -------------------------------------------------------------------------------------------------------

OCTANT OCTANT OCTANT OCTANT INDUSTRIES LIMITEDINDUSTRIES LIMITEDINDUSTRIES LIMITEDINDUSTRIES LIMITED

Registered Office: Registered Office: Registered Office: Registered Office: D.NO.AD.NO.AD.NO.AD.NO.A----5,15,15,15,1STSTSTST FLOOR FLOOR FLOOR FLOOR, INDIAN, INDIAN, INDIAN, INDIAN AIRLINES COLONY AIRLINES COLONY AIRLINES COLONY AIRLINES COLONY

OPP.POLICE LINEOPP.POLICE LINEOPP.POLICE LINEOPP.POLICE LINE, SECUNDERABAD, SECUNDERABAD, SECUNDERABAD, SECUNDERABAD----500 003500 003500 003500 003, ANDHRA, ANDHRA, ANDHRA, ANDHRA PRADESH PRADESH PRADESH PRADESH, INDIA, INDIA, INDIA, INDIA PROXY FORMPROXY FORMPROXY FORMPROXY FORM

DP ID/ CLIENT ID L.F. No. I/We__________________________________________________________ of _______________________________ being a member / members of OCTANT INDUSTRIES LIMITEDOCTANT INDUSTRIES LIMITEDOCTANT INDUSTRIES LIMITEDOCTANT INDUSTRIES LIMITED hereby appoint ____________________________________ of ________________________ as my/our proxy to vote for me /us and on my/our behalf at the Annual General Meeting of the Company to be held at held on Friday, the 29

th day of September,2012 at 10.30 A.M at Ground Floor, Pool Side Mini Hall, Country Club

,6-3-1219,Station Road,Begumpet,Hyderabad-500016, Andhra Pradesh

As witness my/our hand(s) this __________ day of _______ 2012,

Signature of the Shareholder(s) NOTE: The Proxy Form must be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for holding the aforesaid Meeting.

Affix a Rs.1

Revenue

Stamp

OCTANT INDUSTRIES LIMITED OCTANT …...Circular No.18/2011 dated 29.04.2011,has permitted paperless...

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