Artech Power Products Ltd

To the Members,

Your Directors hereby presents this 22^nd Annual report on the activities andcurrent status of the Company together with the audited statement of accounts for the yearended 31^st March 2011.

Financial Results

Dividend

As the Company has not earned enough profits from operations, the directors do notpropose any dividend for the accounting year ended 31^st March 2011.

Activities during the year and current status:

The operations of the Company during the year under review, in the absence of anyassets and capital, remained passive. After settlement of all the liabilities of theCompany by sale of assets during last financial year, The Board of Directors are lookingfor any possible opportunity from any potential group who could associate with thisCompany for a take over or merger or amalgamation so as to be mutually beneficial in theinterest of all our share holders. The Board is also seeking guidance from consultants insimilar laisoning to identify a suitable organization. The Board of Directors is puttingin all efforts in this direction to re-activate the company in the context of stringentguidelines being formulated by stock exchanges.

Shares

Company’s shares have been suspended from trading due to nonpayment of dues byCochin, Bombay, Delhi and Chennai stock exchanges. The listing fees could not be paid asthere was no income from operations. The share transfer activities are done in house. Yourdirectors will take all the possible steps to rectify the deficiencies in this matter assoon as the Company becomes operational and the required finances and personnel areavailable.

The Status of ESI, PF, TDS and Sales Tax:

During the year under review, there were no operations and no factory employees andthere are no outstanding dues on these accounts.

Personnel and Industrial Relations

All the dues to the employees in arrears on the date of closure of the companyincluding compensation for leaving the services are settled on compromise negotiationswith the employees union and disbursed during the previous year 2009-10 and all employeeswere discharged.

Statutory Disclosures

Fixed deposits

Your Company has neither accepted nor renewed any Fixed Deposits since the date of lastAnnual General Meeting. The Fixed deposits the company had in previous years were allclosed and discharged by the Company by way of full and final payment on compromisesettlement during the year 2009-10. There is no outstanding Fixed Deposit with the companyas on 31.03.2011.

Directors

Mr. Sudhir Menon is retiring by rotation and being eligible offers himself forreappointment.

Auditors

M/s. G Joseph & Associates, Chartered Accountants, with Firm Registration No.006310S who are the statutory Auditors of the Company hold office, in accordance with theprovisions of the Companies Act, 1956 up to the conclusion of the ensuing Annual GeneralMeeting and are eligible for re-appointment.

Disclosure of Particulars of employees:

There are no employees who are in receipt of salary in excess of the limits prescribedunder Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars ofEmployees) Rules, 1975 as amended by and Companies (Disclosure of Particulars in theReport of the Board of Directors) Rules 1988.

Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo:

The information as required under Section 217 (i) (e) of the Companies Act, 1956 readwith the Companies (Directors particulars in the Report of the Board of Directors) Rules1988, with respect to conservation of energy, technology absorption and foreign exchangeearnings and outgo is not applicable for the year under review as the company was closeddown and there were no production activities.

Directors Responsibility Statement

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 withrespect to Directors’ Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the annual accounts, the applicable accountingstandards had been followed along with the proper explanation relating to materialdepartures applicable to accounting standards except non compliance of accountingstandards 2, 4,6,10 and 15 as the company was closed down and there were no production andcommercial activities;

ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial Year and the profit & loss of the Company for that period;

iii) As the factory premises, where the registered office of the company was situated,were under the custody of financial institutions, banks etc, the Directors can not commentwhether proper and sufficient care were taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have not been prepared on a going concern basis.

Acknowledgement

The Board of Directors acknowledge with gratitude the support extended by Kerala StateIndustrial Development Corporation (KSIDC), Industrial Development Bank of India (IDBI)and State Bank of Travancore (SBT) who had been considerate to the Company during theperiods of financial crisis. The financial liabilities towards these institutions weresettled in full on compromise during the year 2009-10. Your Company does not have anyfinancial liability to these or any other Institutions during the year under review andhas obtained the No Dues Certificates from them. Yours Directors also thank M/s. FederalBank, Girinagar Branch, Ernakulam with whom the Company maintains the current account.Your Directors also thank all the ex-employees and previous deposit holders for theirseamless support, who are all settled and discharged in the year 2009-10. Your Directorsalso thank the solicitors of the company for their valuable advises and support in dealingwith the crisis management and advises during the year under review. Your Directors alsothank the Auditors of the Company and the Practicing Company Secretary for theirfunctional advises and services. The moral support given by all our shareholders of theCompany during all previous years without which, the settlement of liabilities would nothave been possible during the year 2009-10 and for their continued patronage to yourDirectors during the year under review.