Rockland Thermionics Ltd Directors Report

Your Directors have Pleasure in Presenting the 24th Annual Report together with audited statement of accounts for the year ended 31 March, 2012

OPERATIONS AND FUTURE PLANS

The operations for the year under review show a loss (Before Tax) of Rs. 19.16 Lakhs, due to ongoing research initiatives undertaken by the technical heads, due to Depreciation policy of Straight Line Method and due to payment of Reinstatement Fees to BSE for Listing.

The Company had not been active for the past several years due to reasons beyond the control of the management, technological research requirements and severe financial crisis. Your Directors have now proposed the complete change of corporate structure of your Company during the financial year 2012-13. The Directors are planning for new business in the general engineering areas. Your Directors have sought powers for the following:

1. Change of name of the Company (Please see Item 6 of the Notice),

2. Issue of new securities (Please see Item 7 of the Notice),

3. Increase in authorised capital (Please see Item 8 of the Notice)

Your Directors are pleased to report that during the year under review the Company has continued its operations in a small way. It is the sincere intention of the Directors to bring value to the Shareholders. The future plans of the Company hold great promise as most of its research in the manufacture of products has been completed.

DIVIDEND:

Since the Company could not generate any profits during the year, management does not propose any dividend for the year ended March 2012.

DIRECTORS

a) Mr. J M Chawla retires at the ensuring Annual General Meeting, and being eligible offers himself for reappointment.

b) Mr. Arun Sharma, who was appointed as an independent Director on 23.03.2012 and who holds the office till the conclusion of this AGM is being appointed as an additional Director under the Independent category.

c) Mr. Satyendra Singh Gupta, who was appointed as an independent Director on 23.03.2012 and who holds the office till the conclusion of this AGM is being appointed as an additional Director under the Independent category.

d) Maj. J. L. Malik, resigned from the Board w.e.f. 23.03.2012. Your Directors thanks Maj. Malik and place on record great appreciation for his co-operation.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors State:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure;

ii) 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 a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at Delhi and Bombay Stock Exchanges. Your Directors are pleased to inform you that the Trading of your scrip which was suspended for many years has been revoked at the Bombay Stock Exchange. However, trading at the Delhi Stock Exchange is still suspended. Your company is now being traded at Bombay Stock Exchange w.e.f. 30.01.2012. Since the shares of your company were traded for approximately two months during the current financial year and that too in small quantities, no comparative data is available and given in this report.

(Amount in Rs.)

BUY-BACK OF SHARES

There was no buy-back of shares by the Company during the year under review.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, furnishing of particulars under the Companies ( Particulars of Employees) 1975 does not arise.

AUDITORS

M/s Krishan Kumar Gupta & Associates, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment. Your Directors commend their appointment till the conclusion of the next Annual General Meeting.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the Company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review the Company neither earned nor made any payments of any Foreign Exchange to any one.

ACKNOWLDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Companys Bankers, its valued customers, employees and all other intermediaries concerned with the Companys business. Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.