Jord Engineers India Ltd

Dear Members,

Your directors present this Twentieth Annual Report together with the Audited Accountsof the Company for the Year ended on 31st March 2009.

PERFORMANCE REVIEW:

Your Directors are pleased to inform you that during the year under review, the Companyhas seen significant recoveries in the business for its products during last 2-3 years.This has truly reflected in rise in sales on Year-on-Year basis since last 3 years on ashowing of an average growth of 44% annually. Despite recording growth in the top-line,the operational profits have come down by over 8% and Profit from the operations show aNet Loss of Rs. 92.35 Lacs. This is mainly due to the recessionary trends prevailing inthe Markets. However, after accounting for some Extra Ordinary Items, the Company's NetProfit After Tax has nearly trebled. In a true sense, if these Extra Ordinary Items areignored, the Company's results show a negative trend.

The trend of improvement in the business scenario experienced during last 2-3 years isgaining momentum. The quantum of current Order Book position and the flow of inquiries arethe evidence. The Order Book Position of the current year has shown significantimprovement over the last year's order book, which is having a positive impact on theworking results of the Company as well. Although the Company continues to struggle to meetits working capital requirements, in absence of a practical system in place, the companyis forced to find alternative methods of meeting the customer needs. Under the givencircumstances, the Company is forced to manage its operation with its own earned resourcesand internal accruals. Your Directors have pride in mentioning that your Company attacheshighest importance to customer satisfaction above all other priorities. This philosophy ispaying in the long run.

In the Business Scenario in the country for the next year, the Power sector seems to berecovering. This augurs well with the revival of the Company. Similarly, the RefinerySector is also showing good prospects. Most of the old projects were the work was notmoving due to the recession, have resumed. These projects include expansion of variousRefineries as well as Green Field Refineries like, Bhatinda, Paradip and NagarjunaRefinery. These Refineries will generate significant business for Air Cooled HeatExchangers for your Company for next one or two years.

DIVIDEND:

In view of huge carried forward losses by the Company, the Directors do not recommendany Dividend.

DEMATERILISATION:

Your Company's shares have been dematerialized in compliance to the mandatoryguidelines issued by SEBI. Equity Shares of the Company are available for trading in Dematform under National Security Depository Ltd. (NSDL). As on date, 32.95% of the stock ofthe total equity has been dematerialized.

FIXED DEPOSITS:

The Company has not accepted any Deposits from public during the Year under review andthere are no outstanding deposits in terms of the Companies (Acceptance of Deposits)Rules, 1975.

EMPLOYEES:

The information required under Section 217(2A) of the Companies Act, 1956, is not beinggiven, as there was no employee during the Year or in the part of the year whose totalremuneration falls under this Scheme.

OTHER INFORMATION:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 and the Rulesframed there under is annexed hereto and forms part of the report. (See Page No. 24)

AUDITORS AND AUDITOR'S REPORT:

M/s N.S. Bhatt & Co., Chartered Accountants, retire at the ensuing Annual GeneralMeeting and being eligible, have offered themselves for re-appointment. The Auditors havenot made any qualification, reservations or adverse remarks affecting the true and fairview of the accounts. The same is self-explanatory and does not require any furthercomments from Directors.

In accordance with the provisions of the Companies Act, 1956 and Article 89 of theArticles of Association of the Company, Mr. S. C Kochar and Adarsh Mohan retire byrotation at the ensuing Annual General Meeting. They being eligible, offer themselves forreappointment

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm:

(i) That in the preparation of the Annual Accounts, the applicable Accounting Standardshave been followed;

(ii) That the Directors have 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 ended 31st March 2009 and that of the profit / loss of the Company for thatyear;

(iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) That the Directors have prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS

Generally the relations with the employees continued to remain cordial during the yearin question. The agreement, which was signed between the workers and the Management for aperiod of three years, is valid till the year-end. This Agreement has proved to be aneffective bonding-element between the workers and the management and has actuallystrengthened the inter-relationship.

CORPORATE GOVERNANCE:

In compliance with provisions of clause 49 of the Listing Agreement with the StockExchange, your Company had implemented the Corporate Governance; it has obtained acertificate from the Auditors of your Company regarding compliance of the conditions ofCorporate Governance for the Year 2008-09. The detailed report on Corporate Governance,along with the certificate of the auditors of the Company is annexed hereto.

STATUS OF REFERENCE TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR) ANDREHABILITATION PROCESS:

The Company has been declared sick by BIFR. The major lenders consisting of more than80% lenders have already sanctioned the restructuring package. Efforts are being made tobuild a consensus on this package and get it approved from the statutory bodies like BIFRor through the High Court (u/s 100 & 391 of The Companies Act, 1956), if required.Pending such statutory approvals and compliance of procedure, the Company has made somepayments to the lenders as per terms of the Package. However, the effect of the sanctionhas not been given in this Balance Sheet. The Company expects to complete this exercise inthe next year and hence the effect of the same shall be given appropriately in theaccounts.

ACKNOWLEDGEMENT:

Your Directors express their thanks for the co-operation and support received fromCentral and State Government authorities, Financial Institutions, Bankers, Collaborators,Investors and Business Associates during the Year under review.

ANNEXURE TO DIRECTORS' REPORT

(ADDITIONAL INFORMATION GIVEN IN TERMS OF NOTIFICATION NO. 1029 DATED 31 ST DECEMBER1988 ISSUED BY THE DEPARTMENT OF COMPANY AFFAIRS)

1. CONSERVATION OF ENERGY

a) Energy Conservation measures taken:

The energy conservation is of prime importance for the nation and the Company attachesa greater significance to this aspect. During the Year under review and the measuresimplemented in past have yielded good results, both in consumption and financial terms.Some of the measures adopted by the company in its working on a consistent basis are:

(i) Periodical preventive maintenance has ensured consumption of only rated power.

(ii) Pneumatically operated devices used by company reduce consumption considerably.

(iii) Company uses a range of energy saving devices wherever possible and factory shedsare designed to have optimum use of natural light for normal lighting purposes.Auto-shutoff switches have been installed, wherever possible to prevent the continuous useof machines when these are idle solar switch system has been added for general lighting.

b) Additional investment and proposals:

During the period under review, the emphasis was placed more on strict adherence to theexisting measures. Your directors feel that the systems already in place are adequate forthis purpose therefore no new proposal was implemented.

Impact of measures at (a) and (b) for reduction of energy consumption and consequentimpact on the cost of production of goods:

As a result of implementation of above, your company has achieved, a reduction in theoverall average power consumption has been achieved bringing economy in the operations ofthe Company.

RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION

1. (a) We have absorbed technology fully from all our collaborators for manufacturingof Mechanical Sugarcane Harvesters, Air- cooled Heat Exchangers, Disc Filters, VacuumFilters, Clarifiers, Pulp Washers, High Frequency Resistant Welded Fintube.

(b) Under the technical collaboration entered by the Company, relevant technologies fordesign and manufacture of Mechanical Sugarcane Harvesters, Air-cooled Heat Exchangers,Disc Filters, Vacuum Filters, Clarifiers, Pulp Washers, High Frequency Resistant WeldedFin tubes have been used and commercial production continued.

2. Benefits derived as a result of above efforts.

Quality of existing range of products improved with simultaneous cost reduction to meetthe requirements of the user industry. It has proved import substitute also in many cases.

FOREIGN EXCHANGE EARNINGS AND OUTGO