Noesis Industries 2014 Balance Sheet · For Noesis Industries Limited Sd/-Place: New Delhi (Prem Adip Rishi) Date : 25th August, 2014 Chairman & Managing Director Registered Office:

Board of Directors 1

Directors’ Report 2

Management Discussion and Analysis 6

Report on Corporate Governance 8

Auditors’ Report 18

Balance Sheet 22

Profit and Loss account 23

Cash Flow Statement 24

Notes to the Financial Statements 25

CONTENTSCONTENTSCONTENTSCONTENTSCONTENTS

BOARD OF DIRECTORS

Mr. Prem Adip Rishi Chairman & Managing Director

Mr. Rakesh Gupta Director

Mr. Rajesh Galhotra Director

Mr. Vijay Kumar Sood Director

Ms. Kalpana Gupta Director

Mr. Kamal KumarJain Director

Statutory AuditorsM/s Arun Kishore & Co.Chartered Accountants, New Delhi

BankersPunjab National BankUCO BankAllahabad BankPunjab & Sind BankStandard Chartered BankIDBI Bank LimitedState Bank of Mysore

Registered Office1201 B, 12th Floor,Hemkunt Chamber,89 Nehru Place,New Delhi-110019

Registrars and Share Transfer AgentsAlankit Assignments Limited,205-208, Anarkali Complex,Jhandewalan Extension,New Delhi-110055Ph: 42541234, 23541234Fax: 91-11-42541967E-mail: [email protected]

WorksA-785, RIICO Industrial AreaBhiwadi, Distt. Alwar, Rajasthan.

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DIRECTORS’ REPORT

To the Members

Your Directors are presenting the 27th Annual Report and Audited Statement of Accounts of the Company for the period ended 31st

March, 2014.

1. FINANCIAL RESULTS (Rs. In lacs)

Particulars Period ended Year ended

31.03.2014 30.06.2013

Revenue from operations & Other Income 273.97 325.49

Profit/(Loss) Before Exceptional & Extraordinary Items and Tax (3811.41) (6131.25)

Exceptional Items 22.58 18021.58

Profit/(Loss) Before Tax (3540.78) (24152.83)

Provision for Taxation·

- Income Tax (-) (-)

- Deferred Tax (-) (16.11)

Profit/(Loss) After Tax (3540.78) (24136.72)

2. FINANCIAL / OPERATION PERFORMANCE REVIEW

During the year under review, the Company recorded a turnover of Rs. 273.97 lacs and loss of Rs. (3540.78) lacs. TheCompany has incurred business losses arising out of product obsolescence, under cutting from unorganized sector, highinterest rates and write off of pending claims. Over the past few years, the consumer electronic sector has faced changesin the consumer preferences as well as the demand patterns. The company was trying to diversify to add new products tomitigate these risks, but due to general slow down in the economy; lack of capital and high interest costs, these plans couldnot get materialized. The company had to write off/revalue some of its obsolete /irrecoverable current assets resulting intobusiness losses.

However, the company is looking at the current reforms in the economy which may bring positive turnaround in the businessconfidence and investment. Based upon this assessment, the company is hopeful to come forward with a new revival planduring the FY 2014-15 through diversification in new product lines.

3. CHANGE OF NAME OF COMPANY

During the year under review, the Company has changed its name from MVL Industries Limited to Noesis IndustriesLimited. The change of name was approved by the Members of the Company in last Annual General Meeting and theRegistrar of Companies, National Capital Territory of Delhi and Haryana has issued Fresh Certificate of Incorporation on17th January, 2014 to give effect to above change.

4. ACCOUNTING YEAR

During the year under review, the Company has vide Board resolution dated 02.01.2014 reduced its accounting period bythree months i.e. from 30th June to 31st March. As a consequence of the said change in this period the statement of profitand loss figures are for nine months ending 31.03.2014, whereas the comparative figures for previous year are for twelvemonths ending 30.06.2013.

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5. DIVIDEND

Keeping in view the business losses, the directors of your Company do not recommend any dividend for the year underreview.

6. DIRECTORS

The Company had pursuant to the provisions of Clause 49 of the Listing Agreements entered into with the Stock Exchanges,appointed Mr. Vijay Kumar Sood, Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta as Independent Directors of the Company.

As per Section 149(4) of the Companies Act, 2013 which came into effect form April 1, 2014, every listed public companyis required to have atleast 1/3rd of the total number of directors as Independent Directors. In accordance with the provisionsof Section 149 of the Companies Act, 2013, these directors are being appointed as Independent Directors to hold office asper their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

Mr. Rajesh Galhotra, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible,offers himself for re-appointment. Mr. Rakesh Gupta ceased to be the Whole Time Director of the Company w.e.f.30th November, 2013 but has continued as Director.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state and confirm asunder:

a) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along withproper explanation relating to material departures;

b) That appropriate accounting policies have been selected and applied consistently and have made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company atthe end of the Financial year as on 31st March, 2014 and the Loss of the Company for that period;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis.

8. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the ListingAgreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

9. CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

A detailed report on corporate governance of the Company is enclosed. Mr. R.S. Bhatia, Practicing Company Secretary hascertified compliance with requirement of corporate governance in relation to clause 49 of the Listing Agreement.

10. FIXED DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on publicdeposits was outstanding as on the date of the balance sheet.

11. AUDITORS

M/s. Arun Kishore & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusionof the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the CompaniesAct, 2013 and Rules framed thereunder, it is proposed to appoint M/s. Arun Kishore & Co., Chartered Accountants as

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Statutory Auditors of the Company from the conclusion of forthcoming Annual General Meeting till the conclusion of 30thAnnual General Meeting of the Company to be held in the year 2017 (subject to ratification of their appointment at everyAnnual General Meeting).

The Company has received letter from M/s. Arun Kishore & Co., Chartered Accountants, to the effect that their re-appointment,if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are notdisqualified for re-appointment.

12 AUDITORS’ REPORT

a. The Auditors’ Report to the members together with Audited Accounts for the period ended 31st March, 2014 and notesthereon are attached, which are self-explanatory except their remark regarding leave encashment, to which the Boardexplains that provision of leave encashment are made by the Company of its own estimates, rather than on actuarialvaluation basis in terms of Accounting Standard AS-15.

b. Point no. 6 of Auditor Report per se is the opinion of the Auditor on certain points of notes to accounts attached to thefinancial statement for the period ended 31.03.2014. Since notes to accounts are part of financial statement preparedby the Company, the Company in the relevant points has explained the each situation which has arisen this time. Therelevant clauses of notes to accounts alongwith Board’s response is as follows:-

i. Note No. 27.18 Regarding the financial statements of the company being prepared on a going concern basisnotwithstanding the fact that operations have been discontinued, Loss of Rs. 3540.78 Lacs has been incurredduring the period, net worth is minus Rs.25155.92 Lacs and defaults towards repayment of dues to banks andfinancial institution are of Rs. 24494.83 Lacs with no activity for revival: The Board is of the opinion that thecompany can revive if loans are restructured and new product lines are introduced.

ii. Note No. 27.12 regarding non availability of confirmations in respect of debit and/or credit balances of loans,advances, deposits, trade receivables and trade payable: The Board is of the opinion that due to closure ofbusiness line, a wide nature of consequential claims have arisen against the company, therefore, it would not bepossible to obtain such confirmations of debit/credit balances.

iii. Note No. 27.19 regarding non provision of penal interest on recalled banks loans declared as NPA: The Board isof the opinion that liability for penal interest payable has not been quantified on account of uncertainty anddiscretionary nature of lending banks on this matter.

13. PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)Rules, 1975 does not form part of this Report, as no employee of your Company is covered as per provisions containedtherein.

14. PERSONNEL

The employer-employee relations throughout the year were very cordial. The Company enjoys a healthy working atmospherethat inspires the employees to put their best foot forward in achieving a high-sustainable growth. The Directors also wish toplace on record the support and confidence reposed in the management by the employees.

15. CONSERVATION OF ENERGY

Disclosure of particulars with respect to conservation of energy and technology absorption are not applicable to the Company.

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16. RESEARCH AND DEVELOPMENT

Since the market scenario and technologies are changing rapidly, Research and Development (R&D) is important to ensurethat Company increases its market share. The Company has always attempted to use the latest and advanced technologyfor its product lines, but keeping pace with current technological developments is becoming difficult for want of capital. Theslow down in the economy and higher interest costs has also deterred the further research and development activities ofthe company to keep it abreast with the current technological changes.

17. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Foreign Exchange Earnings Rs. Nilb) Foreign Exchange Outgo Rs. Nil

18. ACKNOWLEDGEMENT

During the current difficult times where the company is facing all the challenges, your Directors place on record theirappreciation for the overwhelming co-operation and assistance received from investors, customers, business associates,bankers, vendors as well as regulatory and government authorities. Your Directors also thank the employees at all levelswho, through their dedication and co-operation have always supported the company.

By Order of the Board of DirectorsFor Noesis Industries Limited

Sd/-Place: New Delhi (Prem Adip Rishi)Date : 25th August, 2014 Chairman & Managing Director

Registered Office:

1201B, 12th Floor, Hemkunt Chamber,

89 Nehru Place,

New Delhi-110019

Tel: +91-11-41662674

E-mail: [email protected]

Website: www.mvlindustries.in

CIN: L32109DL1986PLC026273

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MANAGEMENT DISCUSSION AND ANALYSIS

The management is presenting this Report as a part of Director’s Report in compliance to the Corporate Governance Codeof Securities and exchange Board of India under Clause 49(F) of the listing Agreement.

1. Industrial Structure

The consumer electronics industry is going through tough times due to rapid technological changes. The margins on theproducts are declining and the companies are facing cut throat competition. The products are being sold at hefty discountsresulting into erosion in bottom line, and business losses also. The slowdown in the economy has also added fuel to theproblem. Companies are cutting corners to stay afloat as rising input cost and costlier borrowing have forced them to deferinvestment plans, thus offering fewer jobs. The industrial and agricultural growth index is also declining; and the disposableincome in the hands of the consumer is not increasing due to high inflation. There is shift in demand patterns and theconsumer is inclined to defer its purchase decision unless it becomes a necessity; thus reducing demand for goods.

2. Business Outlook

In the backdrop of two years of sub five percent growth of the Indian economy, there is a new hope of revival on account ofhost of new ideas and initiatives of the new Government. Thrust to infrastructure, boosting entrepreneurship and privatepublic partnership and measures to push up savings in the economy would be the three key factors for new businessoutlook in the country. As per IMF, the world economy is projected to grow at 3.6% in 2014 vis-à-vis 3% in 2013. These arethe good signals for revival of economy, but some factors such as crisis in West-Asia may affect the oil prices; belowaverage monsoon predictions by IMD may again fuel the inflation which may not allow softening of interest rates. Thesefactors may deter growth in the economy. Therefore, the business outlook is still cautious and is looking for more initiativesfrom the Government for revival.

3. SWOT Analysis

Strengths

� More than two decades old, professionally managed Company.

� Experienced, committed and forward-looking Management Team.

� Reputed “MEDIA” Brand in general masses.

Weaknesses

� Dependence on single product line.

� Low margins on products because of severe competition.

� High debts and their servicing costs.

� Higher working capital cycle.

Opportunities

� Continued growth in the consumer electronics market.

� Rising disposable income.

� Availability of financing Scheme.

Threats

� Risk of technical obsolescence.

� Competition in consumer electronic industry and also from unorganized/grey market.

� Government policy on Taxation has significant impact on the price and thus demand for the Company’s products.

� Slowdown in economy.

� High interest costs.

� Cheaper imports from the overseas market.

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4. Financial and Operational Performance

During the period under Review, the company has suffered losses due to closure of business line. The debtors haveadjusted their dues towards the company against their past claims and future liabilities towards the customers. The realizablevalue of stocks has become negligible because of their non saleability. Due to these reasons, the debtors and stocks arewritten off resulting into business loss from operational activities.

5. Adequacy of Internal Control Systems

The Company has set up internal control procedures commensurate with its size and nature of the business and periodicallyreviews the internal control system and procedures leading to the orderly and efficient conduct of its business. Thesebusiness procedures ensure optimum use and protection of the resources and compliance with the policies, proceduresand statues. The internal control systems provide for well defined policies, guidelines, authorization and approval procedures.The prime objective of such audits is to test the adequacy and effectiveness of the internal controls laid down by managementand to suggest improvements.

The Audit Committee of the Board, Statutory Auditors and the Management are regularly apprised of internal audit findings.The Audit Committee of the Company consisting of Non-Executive and Independent Directors.

6. Material Development in Human Resources

The company lays lot of importance on manpower rationalization and efficiency improvement. The company believes thathuman resources are vital resources for giving the company a competitive edge in the current business environment. TheCompany strictly follows the philosophy of congenial work environment, performance oriented work culture, knowledge,skill building, creativity and responsibility and performance based compensation. Action has been taken to develop andenhance the skills of human resource.

7. Risks and Concerns

The company was reeling under the pressure of negative cash flows from operating activities since the last 7-8 years. Ittried to diversify into new product lines to mitigate the losses but economic slowdown, inadequate capital and high cost ofcapital acted as deterrent for such diversification plans. Presently, the major concern for the company is to revive itsbusiness activity and to repay the borrowings. The Company is exploring all avenues to come out of these bad times whichit will be able to do with the help of its business associates and lending institutions.

8. Cautionary Statement

The statements in the Directors’ and Management Discussion and Analysis Report describing the Company’s projections,estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied since the company’s operations areinfluenced by many external and internal factors beyond the control of the Company.

By Order of the Board of DirectorsFor Noesis Industries Limited

Sd/-Place: New Delhi (Prem Adip Rishi)

Date : 25th August, 2014 Chairman & Managing Director

Registered Office:


89 Nehru Place,

New Delhi-110019

Tel: +91-11-41662674



CIN: L32109DL1986PLC026273

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Report on Corporate Governance

1. The Company’s philosophy on code of Governance

Corporate Governance provides a framework within which stakeholders pursue the objectives of the organization mosteffectively and signifies acceptance by management of the inalienable rights of the shareholders as the true owners of theorganization and of their own role as trustees on behalf of them. Corporate Governance has been a high priority for us bothin the letter and in spirit. Our commitment to ethical and lawful business conduct is a fundamental shared value of ourBoard of Directors, senior management personnel and employees and is critical to the Company’s success. Our standardsfor business conduct provide that we will uphold ethical and legal standards vigorously as we pursue our financial objectives.We believe that good governance brings about sustained corporate growth and long-term benefits to the stakeholders bythe adopting the following business philosophy:

� Fairness, transparency , accountability and fair to all stakeholders;

� Without compromising on the ethics and principles creating value for all stakeholders;

� Compliance with the law of land.

� Clear communication of significant information leading to high degree of disclosures and transparency in the conductof management and the business.

2. Board of Directors

The present strength of the Board of Directors of the Company is six comprising of Chairman & Managing Director, ExecutiveDirector and four non-executive Directors. The Composition of the Board is in conformity with the Listing Agreement. NoDirector is a member of more than 10 committees or acts as Chairman of more than 5 committees across all companies inwhich he/she is a Director.

a) Composition of the Board of Directors

Name of the Designation Category Number of Number of BoardDirectors (Independent/ Directorships Committee

Non-executive/ held in other membership/Executive) Companies* chairmanship held in

other companies**

Chairman Member

Mr. Prem Adip Rishi Chairman & Promoter DirectorManaging Director 9 — 3

Mr. Rakesh Gupta*** Director Executive Director 4 2 1

Mr. Rajesh Galhotra Director Non-Executive Director 3 — —

Mr. Vijay Kumar Sood Director Non-ExecutiveIndependent Director 2 — —

Mrs. Kalpana Gupta Director Non-ExecutiveIndependent Director 7 2 —

Mr. Kamal Kumar Jain Director Non-ExecutiveIndependent Director 1 — 2

* Number of directorships in other companies excludes alternate directorships, directorships held in private limitedcompanies, foreign companies and in companies under section 25 of the Companies Act, 1956.

** The Committees considered for the purpose are those prescribed under Clause 49 of the Listing Agreement(s).

*** Mr. Rakesh Gupta ceased as Whole Time Director of the Company w.e.f. 30th November, 2013 but has contined asDirector.

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b) Attendance Record of Directors

Name of the Director No. of Board No. of Board Whether attended lastmeetings held meetings AGM held on

attended 27-12-2013

Mr. Prem Adip Rishi 6 6 Yes

Mr. Rakesh Gupta 6 6 Yes

Mr. Rajesh Galhotra 6 6 Yes

Mr. Vijay Kumar Sood 6 0 Yes

Mrs. Kalpana Gupta 6 6 Yes

Mr. Kamal Kumar Jain 6 6 Yes

c) No. of Board Meetings heldAs per Listing Agreement, the Board must meet at least four times a year with a maximum gap of not more than four monthsbetween any two meetings.During the year, total 6 (Six) Board Meetings were held on various dates as per details given below:

13.08.2013 17.10.2013 20.12.2013

02.01.2014 13.02.2014 05.03.2014

d) Brief resume of Directors proposed for appointment/ re-appointment

i) Mr. Vijay Kumar Sood, aged 65 years is holding B.E. (Telecommunications) degree from B.I.T.S., Pilani. He wasformerly the fellow of the Institute of Electronics and Telecommunication and was also a senior Cambridge from St.Georges College, Mussorrie. He has to his credit over 31 years of vast experience in various companies.Directorship of Companies (as on 31.03.2014)

S. No. Name of the Company Position

1. MVL Limited Director

2. Falcon Technosystems Limited Director

Shareholding in Noesis Industries LimitedMr. Vijay Kumar Sood holds Nil equity shares in his name as on 31st March, 2014.

ii) Mr. Kamal Kumar Jain, aged 63 years is a science graduate and is possessing MBBS degree. He has to his creditaround 31 years of rich experience of administration. Directorship of Companies (as on 31.03.2014)


1. MVL Credits Holdings and Leasing Limited Director

Shareholding in Noesis Industries LimitedMr. Kamal Kumar Jain holds Nil equity shares in his name as on 31st March, 2014.

iii) Mrs. Kalpana Gupta, aged 50 years is a science graduate and also an Intermediate from the Institute of CharteredAccountants of India. She has to her credit around 24 years of experience in accounts and taxation matters.

Directorship of Companies (as on 31.03.2014)


1. MVL Limited Director

2. Falcon Technosystems Limited Director

3. MVL Credits Holdings and Leasing Limited Director

4. Media Magnetic Cassettes Limited Director

5. MVL Developers Limited Director

6. Cardinal Infratech Limited Director

7. MVL Solar Power Limited Director

Shareholding in Noesis Industries Limited

Mrs. Kalpana Gupta holds Nil equity shares in her name as on 31st March, 2014.

e) No. of Shares held by Non-Executive Directors

Mr. Rajesh Galhotra, Non-Executive Director was holding 60 equity shares of the Company as on 31.03.2014.

f) Relationship between Directors inter-se

Mr. Prem Adip Rishi, Chairman & Managing Director of the Company and Mr. Rajesh Galhotra, Director of the Company

are related to each other.

3. Board Committees

Noesis Industries Limited has the following Committees of its Directors for the compliance with various Corporate Governancerequirements:

a) Audit Committee,

b) Remuneration Committee,

c) Share Transfer cum Demat Committee,

d) Shareholders Grievance Redressal Committee.

a) Audit Committee

Composition of the Audit Committee

The Audit Committee was constituted in conformity with the requirements of Section 292A of the Companies Act, 1956 andClause 49 of the Listing Agreement with Stock Exchanges.

The Audit Committee would assure to the Board, adherence of adequate internal control and financial disclosure and otheracts confirming to the requirements of Listing Agreement with the Stock Exchanges.

Presently, Audit Committee comprises three members out of which two are Non-Executive and Independent Directors viz.Mrs. Kalpana Gupta, Mr. Kamal Kumar Jain and one is Non-executive Director Mr. Rajesh Galhotra. The constitution of theAudit Committee meets with the requirements under Section 292A of the Companies Act, 1956.

Powers of Audit Committee

i. To investigate any activity within its terms of reference.

ii. To seek information from any employee.

iii. To obtain outside legal or other professional advice.

iv. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of Audit Committee

The role of the Audit Committee shall include the following:

i. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that thefinancial statement is correct, sufficient and credible.

ii. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of thestatutory auditor and the fixation of audit fees.

iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

iv. Reviewing, with the management, the annual financial statements before submission to the board for approval, withparticular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report interms of clause (2AA) of section 217 of the Companies Act, 1956.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

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v. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

vi. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceedsof a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

vii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal controlsystems.

viii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,staffing and seniority of the official heading the department, reporting structure coverage and frequency of internalaudit.

ix. Discussion with internal auditors any significant findings and follow up there on.

x. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspectedfraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

xi. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

xii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (incase of non payment of declared dividends) and creditors.

xiii. To review the functioning of the Whistle Blower mechanism, in case the same is existing.

xiv. Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance functionor discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

xv. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Committee Meeting Details

Three meetings of the Audit Committee were held on 29.08.2013, 14.11.2013 and 13.02.2014.

The attendance at the Audit Committee:

Name of the Member Designation No. of meetings held No. of meetings attended

Mrs. Kalpana Gupta Chairman 3 3

Mr. Rajesh Galhotra Member 3 3

Mr. Kamal Kumar Jain Member 3 —

b) Remuneration policy and remuneration Committee

Composition of the Committee

The Remuneration Committee of the Company comprises of three members out of which two are Non-Executive andIndependent Directors viz. Mrs. Kalpana Gupta, Mr. Kamal Kumar Jain and one is Non-executive Director Mr. RajeshGalhotra.

The non-executive Directors have not drawn any remuneration from the Company except sitting fee for meetings of theBoard and Committees attended by them.

Terms of Reference of the Committee

i. To identify persons who are qualified to become Directors and who may be appointed in senior management inaccordance with the criteria laid down and to recommend to the Board their appointment and/or removal.

ii. To carry out evaluation of every Director’s performance.

iii. To formulate the criteria for determining qualifications, positive attributes and independence of a Director, andrecommended to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and otheremployees.

iv. To formulate the criteria for evaluation of Independent Directors and the Board.

iv. To device a policy on Board diversity.

v. To recommend/review remuneration of the Managing Director(s) and Whole Time Director(s) based on their performanceand defined assessment criteria.

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vi. To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutorynotification, amendment or modification, as may be applicable.

vii. To perform such other functions as may be necessary or appropriate for the performance of its duties.

Committee Meeting Details

During the year Nil remuneration committee meeting was held.

c) Share Transfer cum Demat Committee

The Company has a Share Transfer cum Demat Committee comprising Mr. Prem Adip Rishi, Mr. Rakesh Gupta and Mr.Rajesh Galhotra as members. All shares received for transfer or dematerialization, as the case may be, were either approvedand/or registered within the prescribed time period, or a letter showing the requirement for correction of errors or thediscrepancies were sent to the concerned members. As on the year end i.e. 31.03.2014, there was no case of pendingrequest for transfer or dematerialization beyond the stipulated time.

The details of meetings of Share Transfer cum Demat Committee:

Name of the Member No. of meetings held No. of meetings attended

Mr. Prem Adip Rishi 24 24

Mr. Rakesh Gupta 24 24

Mr Rajesh Galhotra 24 24

d) Shareholders Grievance Redressal Committee

Your company has also constituted Shareholders Grievance Redressal Committee to look into Shareholders’ grievancesand complaints and to resolve them satisfactorily and improve the quality of investor services.

Mrs. Kalpana Gupta, Director of the Company, chairs the Committee. The other members of the Committee are Mr. RakeshGupta and Mr. Rajesh Galhotra, Directors of the Company.

The Committee met three times during current year on 30.09.2013, 31.12.2013 and 31.03.2014, to review all investorgrievances and ensure their speedy redressal. All the complaints received during the year under review regarding non-receipt of securities after transfer / transmission, requests for change of address and other complaints were resolved.

The attendance at the Shareholders Grievance Redressal Committee meetings is given below:

Name of the Member No. of meetings held No. of meetings attended

Mrs. Kalpana Gupta 3 3

Mr. Rajesh Galhotra 3 3

Mr. Rakesh Gupta 3 3

4. General Body Meetings

The particulars of the last three Annual General Meetings:

Year Date Time Location Special resolution

2012-2013 27.12.2013 12.30 P.M MPCU Shah Auditorium, Shree Delhi Change of name ofGujrati Marg, Civil Lines, Delhi-110054. Company from MVL

Industries Limited toNoesis Industries Limitedu/s 21 and 31

2011-2012 29.12.2012 12.30 P.M Executive Club, 439, Village Shahoorpur, NILP.O. Fatehpur Beri, New Delhi-110074.

2010-2011 20.12.2011 12.30 P.M MPCU Shah Auditorium, Shree Delhi NILGujrati Marg, Civil Lines, Delhi-110054.

Notes:

i) Special resolution was passed by show of hands.

ii) There was no postal ballot during the year.

iii) The Company has not convened any EGM during the year.

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5. Disclosures

i. Disclosure on materially significant Related Party Transactions

Details of materially significant related party transactions made during the year are given in Note No. 27.22 of Notes toFinancial Statements in Balance-Sheet as at 31.03.2014.

ii. Disclosure on non-compliance on any matter related to capital markets during last three years

No penalties or strictures have been imposed on the Company by the stock exchange or SEBI or any statutoryauthority on any matter related to capital market for non-compliance during the last three years. The Investor’s complaintsreceived through SEBI/Stock Exchanges have been resolved in due course.

iii. Whistle Blower Policy

There is a highly effective Whistle Blower Policy in the Company, which sets out the process and mechanism wherebyemployees at various levels in the organization can bring to the notice of the management, any violations of theapplicable laws, rules and regulations and also any unethical or unprofessional conduct.

All such reports are taken up for consideration at appropriate intervals depending upon the gravity of the matterreported. Adequate rectifying measures are thereupon initiated in the right earnest, at the appropriate level.

In order to encourage the employees to freely air their views and voice their concerns on various matters and toprevent any victimization of the employees is kept strictly confidential.

It would be important to mention here that Audit Committee set up by the Board, constitutes a vital component ofWhistle Blower mechanism and instances of financial misconduct if any, are reported to the Audit Committee. Noemployee is denied access to the Audit Committee.

iv. Compliance with Mandatory Requirements

(a) Management Discussion and Analysis: are given elsewhere in this Annual report.

(b) Subsidiaries Companies: The Company has no Subsidiary as on 31.03.2014.

(c) Details about Material Subsidiaries and Transactions: There was no material subsidiary as at 31.03.2014.

Compliance with Non-Mandatory Requirements

Remuneration Committee: The Board has set up a Remuneration Committee, details whereof are furnished at Sr. No.3(b) of this report.

v. Means of Communication:

The Annual, Half yearly and Quarterly Results are submitted to the Stock Exchanges in accordance with the ListingAgreements and are normally published in English in Mint and in Hindi in Rashtriya Sahara.

vi. Disclosures of Accounting Treatment

In the preparation of the financial statements, the Company has followed the Accounting Standards issued by theInstitute of Chartered Accountants of India (ICAI) to the extent applicable.

vii. Risk Management

In order to ensure that Management controls risk through means of a properly defined framework, a report on RiskAssessment and Minimization procedure as prepared by functional heads of the Company is being reviewed periodicallyby the Board of Directors.

6. General Shareholders’ Information

(a) Annual General Meeting

Date 30th September, 2014

Day Tuesday

Time 3.00 P.M.

Venue Executive Club, 439, Village Shahoorpur, P.O. Fatehpur Beri, New Delhi-110074

13

(b) Financial Calendar: 1st April, 2014 to 31st March, 2015

Results for the Quarter ending 30th June, 2014 Second week of August, 2014

Results for the Quarter ending 30th September, 2014 Second week of November, 2014

Results for the Quarter ending 31st December, 2014 Second week of February, 2015

Results for the Quarter ending 31st March, 2015 Last week of May, 2015

Annual General Meeting for the year ending March, 2015 Last week of September, 2015

(c) Date of Book Closure/ Record Date : Friday, 26th September, 2014 to Tuesday, 30th September, 2014 (both days inclusive).

(d) Dividend : The Company is not declaring any dividend.

(e) Listing on Stock Exchanges

S.No. Name of the Stock Exchanges Stock Code

i. National Stock Exchange of India Limited ‘NOESISIND’

ii. Bombay Stock Exchange Limited 530435

(f) Annual Listing Fee : Paid to the Stock Exchanges for the year 2014-15

(g) ISIN Number for NSDL & CDSL : IN8141B01011 (Old ISIN No. INE141B01020)

(h) Stock Price Data

Month National Stock Exchange Bombay Stock Exchange

High Low High Low

(Rs.) (Rs.) (Rs.) (Rs.)

July 2013 4.40 4.35 2.79 2.25

August 2013 4.15 4.15 2.31 2.15

September 2013 4.25 3.55 2.31 1.95

October 2013 3.40 3.40 2.04 1.68

November 2013 3.25 2.95 1.93 1.50

December 2013 2.95 2.65 1.95 1.55

January 2014 2.85 2.55 2.95 2.04

February 2014 — — 2.87 2.36

March 2014 2.70 2.60 2.25 1.51

Source: www.nseindia.com Source: www.bseindia.com

(i) Distribution of Shareholding/ Shareholding Pattern

(a) Distribution of Shareholding as on 31/03/2014

NO. OF SHARES NO. OF SHAREHOLDERS NO. OF EQUITY SHARES

TOTAL % OF TOTAL TOTAL % OF TOTAL

1 -5000 11,162 90.70 11,66,721 4.43

5001-10000 628 5.10 4,68,730 1.78

10001-20000 252 2.05 3,67,037 1.39

20001-30000 103 0.84 2,63,643 1.00

30001-40000 37 0.30 1,31,225 0.50

40001-50000 17 0.14 79,019 0.30

50001-100000 49 0.40 3,36,994 1.28

100000 and above 58 0.47 2,35,15,722 89.32

TOTAL 12,306 100.00 2,63,29,091 100.00

14

(b) Shareholding Pattern as on 31/03/2014

Category No. of shares % of Shareholding

(A) Promoter Holding

Promoters 1,16,50,144 44.25

Sub Total (A) 1,16,50,144 44.25

(B) Institution

(a) Mutual Funds/ UTI 5,880 0.02

(b) Financial Institutions/ Banks 6,33,631 2.41

Sub Total (B) 6,39,511 2.43

(C) Non-Institution

(a) Bodies Corporate 37,83,736 14.37

(b) Indian Public 99,24,612 37.69

(c) Clearing Member 304 0.00

(d) Any Other (NRIs/ OCBs) 3,30,784 1.26

Sub Total( C) 1,40,39,436 53.32

Grand Total ( A+B+C) 2,63,29,091 100.00

(j) Shares Transfer System

The shares of the company are tradable compulsorily in demat form and are available for trading in the depository systemsof both National Securities Depository Ltd. (NSDL) & Central Depository Services (India) Ltd. (CDSL). The share transferwork is handled by Registrar and Share Transfer Agent (RTA), Alankit Assignments Limited. All requests received by theCompany/RTA for Dematerialisation/ Rematerialisation/ Transfer are disposed off expeditiously. Share Certificates dulyendorsed are issued/ transferred to all those shareholders, who opt for shares in the physical form.

(k) Dematerialization of Shares

The Company’s Equity Shares are eligible for dematerialization. The Company has signed agreements with both thedepositories namely NSDL and CDSL. The shareholders may therefore hold Company’s share in electronic mode. TheCompany’s ISIN No. for both the depositories is IN8141B01011 (Old ISIN No. INE141B01020). As on 31st March, 2014,2,59,57,533 Equity Shares constituting 98.59% of total Equity of the Company were held in dematerialized form with boththe depositories namely NSDL and CDSL.

(l) Outstanding GDRs / ADRs / Warrants etc.

The Company has no outstanding GDRs/ ADRs/ Warrants etc. as on 31.03.2014.

(m) Plant Location

A-785, RIICO Industrial Area,Bhiwadi, Distt. Alwar,Rajasthan.

(n) Registrar and Share Transfer Agent

Alankit Assignments Limited,205-208, Anarkali Complex,Jhandewalan Extension,New Delhi-110055Ph: 42541234, 23541234Fax: 91-11-42541967E-mail: [email protected]

15

(o) Investors’ correspondence can also be addressed to:

Mr. Rakesh GuptaDirectorNoesis Industries Limited,Millennium Plaza, Tower-A,Ground Floor, Sushant Lok-1,Sector – 27, Gurgaon – 122002.Ph : 0124-4525100Fax: 0124-4525135E-mail: [email protected]

(p) CEO/CFO Certification

As required by Clause 49 of the Listing Agreement, the CEO/ CFO certification is given in the Annual report.

(q) Compliance of Code of Conduct

Your Company has laid down a Code of Conduct for all Board Members and senior Management as stipulated in Clause 49I (D) of the Listing Agreement. All Board Members and the Senior Management Personnel have affirmed their compliancewith the said Code of Conduct for the financial year ended 31st March, 2014. The declaration signed by Mr. Prem Adip Rishi,Chairman & Managing Director is given hereunder: -

Declaration under Clause 49 (I) (D) of Code of Conduct

To

The Board of Directors,

Noesis Industries Limited,

As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company has laid down aCode of Conduct for its Board of Directors and Senior Management

I, Prem Adip Rishi, Chairman & Managing Director of the Company confirm the compliance of this Code of Conduct by allthe members of the Board and Senior Management Personnel.

By Order of the Board of Directors

For Noesis Industries Limited

Sd/-Place: New Delhi Prem Adip Rishi


16

17

CEO/CFO CERTIFICATION

To,

The Board of Directors,

Noesis Industries Limited,

We, Prem Adip Rishi, Chairman & Managing Director and Rakesh Gupta, Director certify that:

(a) We have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2014 and to thebest of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statementsthat might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existingAccounting Standards, applicable laws and regulations;

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year whichare fraudulent, illegal or in violation of the Company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluatedthe effectiveness of internal control systems of the Company pertaining to financial reporting. We have disclosed theAuditors and Audit Committee, deficiencies in the design and operations of such internal controls, if any, of which weare aware and steps have been taken to rectify these deficiencies;

(Sd/-) (Sd/-)Place : New Delhi (Prem Adip Rishi) (Rakesh Gupta)Date : 25th August, 2014 Chairman & Managing Director Director

Certificate of Company Secretary in practice regarding compliance of conditions of Corporate Governance

To

The members of Noesis Industries Limited

I have examined the compliance of conditions of corporate governance by Noesis Industries Limited for the year ended31st March, 2014, as stipulated in clause 49 of the Listing Agreement of the said company with the stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. My examination was limitedto procedure and implements thereof, adopted by the company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financial statements of the company.

In my opinion and to the best of my information and according to the explanation given to me, I certify that the Company hascomplied with the Corporate Governance as stipulated in the above-mentioned Listing Agreement.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

Sd/-R.S. Bhatia

Place : New Delhi Company Secretary in practiceDate : 25th August, 2014 C.P. No. 2514

18

INDEPENDENT AUDITOR’S REPORTThe Shareholders,

NOESIS INDUSTRIES LIMITED

(FORMERLY-MVL INDUSTRIES LTD.)

Report on the Financial Statements

1. We have audited the accompanying financial statements of NOESIS INDUSTRIES LIMITED (“the Company”) which comprisethe Balance Sheet as at 31st March 2014, the Statement of Profit & Loss and also the Cash Flow Statement of the companyfor the period of nine months ending on 31.03.2014 and a summary of significant accounting policies and other explanatoryinformation.

2. Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of financialposition and financial performance of the company in accordance with the Accounting Standards referred to in sub section(3C) of section 211 of the Company Act 1956 (“the Act”). This responsibility includes the design, implementation andmaintenance of internal control relevant to the preparation and presentation of the financial statements that give a true andfair view and are free from material misstatement, whether due to fraud or error.

3. Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit inaccordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal control relevant to the Company’s preparation and fair presentation of the financial statements in order todesign audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluatingthe overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

6. Basis for Qualified Opinion

Reference is invited to

� Note No. 27.18 Regarding the financial statements of the company being prepared on a going concern basis,notwithstanding the fact that operations have been discontinued, Loss of Rs.3540.78 Lacs has been incurred duringthe period, net worth is minus Rs.25,155.92 Lacs and defaults towards repayment of dues to banks and financialinstitution are of Rs. 24,494.83 Lacs with no activity for revival. We are of the opinion that there is no feasibility for thecompany to carry on as a going concern, unless additional funds are infused, loans are restructured and revivalactivities are restarted.

� Note No. 27.12 regarding non availability of confirmations in respect of debit and/or credit balances of loans, advances,deposits, trade receivables and trade payable In the absence of such confirmations, any provision to be made for theadverse variation in carrying of amounts of these balances, are not quantified, as well as the quantum of adjustmentif any, required to be made remain unascertained.

� Note No. 27.19 regarding non provision of penal interest on recalled banks loans declared as NPA. Liability for penalinterest payable has not been quantified on account of uncertainty and discretionary nature of penal interest, if anypayable.

19

7. Qualified Opinion

In our opinion and to the best of our information and according to the explanation given to us, except for possible effects ofthe matters described in paragraph , 6 above - the basis of qualified opinion , the financial statements give a true and fareview :-

i) In the case of the Balance sheet, of the state of affairs of the company as at 31st March 2014;

ii) In the case of statement of Profit and Loss of the Loss for the nine months period ending on 31st March, 2014.

iii) In the case of the Cash Flow Statement, of the Cash flow for the nine months period ending on 31st March, 2014

Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor’s Report) Order,2003 (as amended) (“the Order”) issued by the Central Governmentof India in terms of sub-section (4A) of section 227 of the Act, we give in the annexure a statement on the matters specifiedin paragraphs 4 and 5 of the order.

9. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessaryfor the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the company, so far as it appears from ourexamination of those books.

c. The Financial statements dealt with by this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and cash flow statement comply with the AccountingStandards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 Except provision of leaveencashment made on own estimate, rather than on actuarial valuation basis in terms of Accounting standard AS-15 .

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by theboard of directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director interms of clause (g) of sub-section (1) of section 274 of the companies act, 1956

For ARUN KISHORE & COMPANYCHARTERED ACCOUNTANTS

( ICAI Regd.No. 001898 N)

Sd/-Place : New Delhi CA ARUN KISHOREDate : 28th May, 2014 PARTNER

[Membership No. 10770]

Reg. NOESIS INDUSTRIES LIMITED PERIOD ENDED 31.03.2014

ANNEXURE REFERRED TO UNDER PARAGRAPH 8 OF THE AUDITOR’S REPORT OF EVEN DATE

I) a) The Company has maintained records showing full particulars, including quantitative details and situation of its fixedassets but it needs to be improved.

b) During the period as informed to us, no discrepancy was noticed on physical verification of fixed assets;

c) During the period the company has not disposed off substantial part of fixed asset.

II) a) According to the information given to us the management has conducted physical verification of stocks, at reasonableintervals during the period;

b) In our opinion and according to the information and explanations given to us, the procedure for physical verification ofinventory followed by the management needs to be improved keeping in view the past experience size of the companyand the nature of its business;

c) The company has maintained proper records of inventory and no sizable discrepancies were noticed on physicalverification as compared with the book record.

III) In respect of loans, secured or unsecured ,granted or taken by the Company to or from Companies ,firms or from otherparties covered in the register maintained under Section 301 of the Companies Act,1956,according to the information andexplanations given to us :

a) The Company has neither granted nor taken any loans to/ from any such parties, accordingly Para’s ‘a’ to ‘g’ of clauseIII of the order are not applicable to the company.

IV) In our opinion and according to the information and explanations given to us, there are adequate internal control procedurescommensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixedassets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the said internalcontrols.

V) In respect of transactions covered under section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance ofcontracts or arrangements, that needed to be entered in the register maintained under Section 301 of the CompaniesAct, 1956 have been so entered;

b) The transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lacsin respect of any party during the period are at fair prices keeping in view the terms and market conditions.

VI) In our opinion and according to the information given to us, the Company has not accepted any deposits from public withinthe meaning of Sections 58A and 58AA of the Companies Act 1956 and the rules framed there under.

VII) In our opinion the Company’s has an internal audit system which needs to be strengthened to make the same commensuratewith the size and the nature of its business.

VIII) According to the information and explanations given to us, the Central Government has not prescribed maintenance of costrecord under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of company’s tradingactivities.

IX) a) In our opinion and according to the information and explanations given to us, undisputed statutory dues includingProvident Fund, Employees State Insurance Scheme, Income Tax, Sales Tax, Custom Duty, Excise, Cess have generallybeen regularly deposited with appropriate authorities, barring delayed payments in some cases.

b) According to the information and explanations given to us undisputed amounts in respect of aforesaid dues whichwere outstanding as at 31st March 2014 for a period of more than 6 months from the date they became payable, aretowards Tax deducted at Source of Rs.3.60 lacs and Income Tax of Rs. 5.42 lacs.

20

c) According to the information and explanations given to us following dues have not been admitted payable on accountof disputes /appeals pending with appropriate authorities:-

S.No. Name of the Nature of Amount under Forum wherestatute the dues & Period dispute (Rs. in Lacs) dispute is pending

1. Delhi Sales Act Sales Tax for 87-88 and 88-89 11.50 Delhi High Court

2. Sales Tax Act of Sales Tax for 2001-2002 1.96 Commercial Tax OfficerWest Bengal

3. Delhi Vat Act VAT for 2005-2006 152.48 Tribunal Vat, New Delhi

4. Income Tax Asstt. Year 2008-2009 30.46 ITAT, New Delhi

5. Income Tax Asstt. Year 2009 -2010 79.31 CIT (Appeals)New Delhi

6. Income Tax Asstt. Year 2010-2011 118.43 CIT (Appeals) New Delhi

7. Income Tax Asstt. Year 2011-2012 76.54 CIT (Appeals) New Delhi

Total 470.68*

*The above figures are exclusive of interest if any payable thereon.X) The Company has an accumulated loss of Rs. 25,155.92 lacs as at the end of the financial period and it has incurred cash

loss of Rs. 3,491.51 Lacs in the current year, previous year 24,083.97 Lacs. Accumulated losses at the end of the financialyear are more than the company‘s net worth.

XI) According to the information and explanations given to us, during the period the Company has defaulted in re-payment ofdues to financial institution and banks amounting to Rs. 24,494.83 lacs as at 31.03.2014, default towards principal amountis Rs. 1,9367.25 lacs and towards interest is Rs. 5,127.57 lacs. The default started from the period beginning from January,2012 and continue, till the date of our audit.

XII) Based on our examination and according to the information and explanations given to us, the Company has not grantedloans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII) The Company is not a chit fund/nidhi/mutual benefit fund/society; as such the provisions of clause 4(xiii) of The Order arenot applicable.

XIV) In our opinion and according to the information and explanations given to us, during the period the company is not engagedin a major way in trading in shares, securities, debentures and other investments. Shares, securities, bonds and otherinvestments are held in its own name.

XV) According to the information and explanations given to us, and the representations made by the management, the guaranteesgiven by the Company for loans taken by other associate companies from banks/ financial institutions, in our opinion, areprima facie, on an overall basis not prejudicial to the interest of the Company.

XVI) In our opinion and according to the information and explanations given to us, the Company has, prima-facie , applied theterm loans availed, for the purposes for which these were obtained.

XVII) According to the information and explanations given to us, and on an overall examination of Balance Sheet and the CashFlow statement of the company, and after placing reliance on the reasonable assumptions made by the Company forclassification of usage of funds we are of the opinion that prima facie, short-term funds have not been used for long terminvestment.

XVIII) During the period the Company has made no preferential allotment of shares to parties covered in the register maintainedunder Section 301 of the Companies Act, 1956.

XIX) During the period the Company has not issued any debentures.XX) The Company has not raised any money by public issues during the period.XXI) During the course of our examination of the books and record of the company, carried out in accordance with the generally

accepted auditing practices in India, and according to the information and explanations given to us, we have neither comeacross any instance of fraud on or by the company, noticed or reported during the period, nor have we been informed ofsuch case by the management.

For ARUN KISHORE & COMPANYCHARTERED ACCOUNTANTS

( ICAI Regd.No. 001898 N)

Sd/-Place : New Delhi CA ARUN KISHOREDate : 28th May, 2014 PARTNER

[Membership No. 10770]

21

22

Balance Sheet as at 31st March, 2014

PARTICULARS NOTE AS AT AS ATNO’S 31/03/2014 30/06/2013

(Amount in Rs.) (Amount in Rs.)

EQUITY AND LIABILITIESSHAREHOLDERS’ FUNDS:Share Capital 2 263,290,910 263,290,910Reserves and Surplus 3 (2,515,591,800) (2,161,513,375)

(2,252,300,890) (1,898,222,465)NON-CURRENT LIABILITIESLong-Term Borrowings 4 2,996,007 15,565,557Deferred Tax Liabilities (Net) - -Other Long Term Liabilities 5 335,000 345,000Long-Term Provisions 6 815,712 3,350,111

4,146,719 19,260,668CURRENT LIABILITIESShort Term Borrowings 7 2,464,925,986 2,199,889,771Trade Payables 8 - -Other Current Liabilities 9 7,116,701 44,259,102Short-Term Provisions 10 1,776,093 33,620,192

2,473,818,781 2,277,769,065

TOTAL: 225,664,610 398,807,268ASSETSNON-CURRENT ASSETSFixed Assets 11Tangible Assets 73,415,876 85,955,839Intangible Assets - -Capital Work-in-Progress - -

73,415,876 85,955,839Non-Current Investments 12 130,016,546 129,620,289Deferred Tax Assets (net) - -Long-Term Loans and Advances 13 292,752 138,816,541Other Non-Current Assets 14 252,617 218,381

130,561,915 268,655,211CURRENT ASSETSInventories 15 470,806 11,973,311Trade Receivables 16 664,354 14,112,896Cash and Cash Equivalents 17 5,117,875 1,361,081Short-Term Loans and Advances 18 15,335,416 16,601,384Other Current Assets 19 98,368 147,545

21,686,819 44,196,218Significant Accounting Policies 1The accompanying notes no. 1 to 27 forman integral part of the financial statements

TOTAL: 225,664,610 398,807,268

Subject to our report of even dateFOR ARUN KISHORE & COMPANY For and on behalf of the BoardChartered Accountants(ICAI FRN: 001898N) Sd/- Sd/- Sd/- Sd/-CA Arun Kishore (Prem Adip Rishi) (Rakesh Gupta) (Rajesh Galhotra)Partner Chairman & Managing Director Director Director

Membership No.10770Place : New DelhiDate : 28th May, 2014

23

Statement of Profit & Loss for the Period ended 31st March, 2014

FOR THE PERIOD FOR THE YEARPARTICULARS NOTE ENDED 31/03/2014 ENDED 30/06/2013

NO’S (Amount in Rs.) (Amount in Rs.)

REVENUERevenue from operations 20 1,964,576 25,920,261Other Income 21 25,432,049 6,628,764

Total Revenue 27,396,626 32,549,025EXPENSESPurchase of stock-in-trade (Traded goods) 335,250 23,373,724Increase/(Decrease) in inventories 22 11,420,275 110,053,795Employee benefits expenses 23 5,842,043 15,028,303Finance costs 24 276,690,954 320,029,637Other expenses 25 109,321,233 170,302,846

Total Expenses 403,609,755 638,788,305

EARNING BEFORE DEPRECIATION , AMORTISATION (376,213,129) (606,239,280)AND TAXDepreciation and amortisation 11 4,927,710 6,885,623

PROFIT/(LOSS) BEFORE EXCEPTIONAL & (381,140,839) (613,124,903)EXTRAORDINARY ITEMS AND TAXExceptional Items Cr/(Dr) 26 2,257,586 1,802,157,980Write back of Un-used Provisions (29,320,000) -

PROFIT/(LOSS) BEFORE EXTRAORDINARY ITEMS (354,078,425) (2,415,282,883)AND TAXExtraordinary Items Cr/(Dr) - -

PROFIT/(LOSS) BEFORE TAX (354,078,425) (2,415,282,883)Provision for Income Tax Cr/(Dr) - -Provision for Deferred Tax Cr/(Dr) - (1,610,558)

PROFIT/(LOSS) AFTER TAX (354,078,425) (2,413,672,325)

Earning per equity share (Nominal value of shares Rs.10/- each)Basic (in Rs.) (13.45) (91.67)Diluted (in Rs.) (13.45) (91.67)

Significant Accounting Policies 1The accompanying notes no.1 to 27 form an integral partof the financial statements



24

Subject to our report of even dateFOR ARUN KISHORE & COMPANY For and on behalf of the BoardChartered Accountants(ICAI FRN: 001898N) Sd/- Sd/- Sd/- Sd/-CA Arun Kishore (Prem Adip Rishi) (Rakesh Gupta) (Rajesh Galhotra)Partner Chairman & Managing Director Director DirectorMembership No.10770Place : New DelhiDate : 28th May, 2014

CASH FLOW STATEMENT FOR THE PERIOD ENDED 31.03.2014S. PARTICULARS FOR THE PERIOD FOR THE YEARNo. ENDED 31.03.2014 ENDED 30.06.2013

(RS. IN LACS) (RS. IN LACS)

A) Cash flow from Operating activitiesNet Profit /(Loss) before taxation & extraordinary items (3,540.78) (24,152.83)Non-cash adjustment to reconcile profit before tax to net cash flows

Depreciation and Amortisation 49.28 68.86Revenue Exp./other claims written off 0.49 7.70Profit/(Loss) on sale of fixed assets 0.27 14.33Interest expense 2,765.79 3,196.46Lease rent /hire purchase expense 1.12 3.84Interest income (0.14) (10.09)Other misc income (254.18) (56.20)Gain on sale of Long Term Investments(net) - (304.43)

Operating Profit before working capital changes (978.15) (21,232.36)Movement in working capital:

Increase/(decrease) in Trade Payables - (1.55)(Decrease)/Increase in Long Term Liabilities & Provisions (25.44) (83.68)(Increase)/decrease in Other Current Liabilities & Short Term Provisions (381.52) 197.27Increase/(decrease) in Trade Receivables 134.48 12,702.09Increase/(decrease) in Inventories 115.04 1,101.28Increase/(decrease) in Long Term Loans and Advances 1,385.23 1,443.84Increase/(decrease) in ShortTerm Loans and Advances 12.16 1,853.49Increase/(decrease) in Other Current Assets 0.15 9.99

Cash generated from /(used in) operations 261.95 (4,009.63)Direct Taxes paid (net of refunds) (308.34) (2.32)Cash Flow before extrordinary items (46.39) (4,011.95)Extrordinary items. - -

Net cash flow from/(used in) Operative Activities (A) (46.39) (4,011.95)B. Cash Flow from investing activities.

Purchase of Fixed Assets - (2.27)(Purchase)/Sale of Non-Current Investments (3.96) 1,197.34Proceeds from Sale of Fixed Assets 75.85 6.90Interest income 0.14 10.09Other misc income 254.18 56.20Gain on sale of Long Term Investments(net) - 304.43

Net Cash flow from/(used in) investing activities (B) 326.21 1,572.69C. Cash Flow from Financing Activities

Interest expense (2,765.79) (3,196.46)Lease rent /hire purchase expense (1.12) (3.84)Increase in Share Capital/ Convertible Warrants/ Share Application - -Increase/(Decrease) in Long Term Borrowing (125.70) (1,151.31)Increase/(Decrease) in Short Term Borrowing 2,650.36 6,772.58

Net Cash flow from/(used in) Financing Activities (C) (242.25) 2,420.97Net increase/(decrease) in cash and cash equivalents (A+B+C) 37.57 (18.29)Cash and Cash Equivalents at the beginning of the year 6.48 24.77Cash and Cash Equivalents at the end of the year 44.05 6.48

Components of Cash and Cash EquivalentsCash on hand 39.73 5.25In Current Accounts 4.32 1.23

44.05 6.48

25

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30.06.20141. Significant Accounting Policies(a) Corporate Information

Noesis Industries Ltd. (hereinafter referred to as the “Company”) is a Company domiciled in India and incorporated underthe provisions of the Companies Act 1956 (The Act). The Company has been engaged in the business of ConsumerElectronics Goods. During the period the operations of the company have been drastically curtailed/discontinued on accountof heavy losses incurred since last two years.

(b) Method of AccountingThe financial statements of the company are prepared and presented under the historical cost convention and comply in allmaterial respects with applicable accounting standards as notified by the Central Government vide the Companies (AccountingStandards) Rules, 2006 (as amended) and the relevant provisions of Companies Act,1956, All incomes & expenditure areaccounted for using the accrual method of accounting unless otherwise stated hereafter. Accounting policies not specificallyreferred to are consistent with generally accepted accounting principles

(c) Use of estimatesIn preparation of the financial statements in conformity with generally accepted accounting principles, estimates andassumptions, where necessary, have been made based on management’s best knowledge and experience. Accordingly,actual results may differ from such estimates.

(d) Inventory ValuationStocks of trading goods, Packing, Stores & Spares are valued at lower of cost or market value on first in first-out basis asper past practice.

(e) Fixed Assets including intangible assets and work-in-progressFixed Assets are stated at cost, net of accumulated depreciation.

(f) Depreciationi) Depreciation on tangible and intangible assets is provided on the straight line method at the rates and in the manner

specified in Schedule XIV of the Act.ii) Depreciation on additions/ deletions to/from fixed assets is provided on pro-rata basis from the date the asset is put to

use /discarded.

iii) Individual Assets costing upto Rs. 5000.00 are depreciated @ 100% in the year of purchase.(g) Amortisation

i) Deferred revenue expenses brought forward are being amortised in ten equated annual installments

ii) No amortization is provided for on lands taken on lease of above 30 years period.(h) Investments

i) Non-current investments in equity shares, government securities and mutual funds are stated at cost.

ii) Current investments are stated at lower of cost or fair value.iii) Permanent diminution in the value of long term investments are stated at the fair value, after such decline is determined

for such investment individually in terms of Accounting Standard (AS)-13

(i) Foreign Currency TranslationsTransactions in Foreign Exchange are accounted for at Exchange rates prevailing on the date of transactions. Monetaryitems denominated in Foreign Currencies are converted at the Exchange rate as at the Balance Sheet date. The Exchangedifferences if any arising on such conversions are recognized as income or expense in the year of such conversion.

(j) Taxationi) Current Tax

Provision for Income Tax is based on assessable profits/loss of the company as computed in accordance with therelevant provision of the Income Tax Act, 1961 for the period ending 31st March, 2014.

ii) Deferred Tax

Deferred Tax is recognized on timing differences; being the difference between taxable incomes and accounting incomethat originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets onunabsorbed tax losses and tax depreciation are recognized only when there is a virtual certainty of their realization andon other items when there is reasonable certainty of realization. The tax effect is calculated on the accumulated timingdifferences at the year end based on the tax rates and laws enacted or substantially enacted on the balance sheetdate.

AS AT AS AT PARTICULARS 31/03/2014 30/06/2013

Note - 2SHARE CAPITALAUTHORISED CAPITAL3,67,35,351 Equity shares of Rs.10/- each 367,353,510 367,353,510ISSUED,SUBSCRIBED & FULLY PAID-UP CAPITAL:-2,63,29,091 ( Previous year 2,63,29,091) Equity Shares of Rs.10/- each 263,290,910 263,290,910fully paid up .

263,290,910 263,290,910(a) There is no variation or change in the issued,subcribed and fully paid-

up equity share capital structure during the year.Therefore,no separatedisclosure of reconcialation of number of equity share outstanding asat the beginning and as at the end of the year is required.

(b) Out of the above shares,90,00,000 equity shares were alloted as fullypaid-up, pursuant to the scheme of amalgamation as on Jan,2006 forconsideration other than cash

(c) Shareholders holding morethan 5% shares based on legal ownershipin the subscribed share capital of the Company is set out:-

Name of the shareholder No.of Shares % held No.of Shares % held

Bennett,Coleman & Co.Limited 2643494 10.04 2643494 10.04Usha Sharma 6200000 23.55 6200000 23.55Anukool Rishi 1533989 5.83 1533989 5.83Risbro Technical Equipments Pvt. Ltd. 2450000 9.31 2450000 9.31MVL Credits Holdings And Leasing Ltd. 1563233 5.94 1563233 5.94Anukool Films Pvt. Ltd. 1462120 5.55 1462120 5.55

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31.03.2014(k) Retirement /Employee Benefits

i) Contributions payable by the Company to the concerned Government Authorities in respect of Provident Fund, FamilyPension fund and Employee State Insurance are charged as revenue expenditure.

ii) Provision for gratuity is made on actuarial valuation, as per Accounting Standard (AS)-15. Provision for leave encashmentis made on the basis of company leave policy as its best estimates.

(l) Segmental reporting

The Company’s operations comprise of only one Segments-”Consumer Electronic Goods/Accessories” and therefore thereare no other business/geographical segments to be reported as required under Accounting Standards (AS-17) “SegmentReporting”.

(m) Leases

Finance leases, which effectively transfer to the Company substantially all the risks and benefits incidental to ownership ofthe leased item, are capitalized at the lower of the fair value and present value of the minimum lease payments at theinception of the lease term and disclosed as leased assets. Lease payments are apportioned between The finance chargesand reduction of the lease liability based on the implicit rate of return. Finance charges are charged directly against income.

Leases where the lessors effectively retain substantially all the risks and benefits of ownership over the leased term areclassified as operating leases. Operating lease

Payments including expenses incurred for bringing the leased asset to its working condition for intended use are recognizedas an expense in the Statement of Profit and Loss on a straight-line basis over the lease term.

(n) Provisions

A provision is recognized when an enterprise has a present obligation as a result of past event; and it is probable that anoutflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisionsare not discounted to their present value and are determined based on best estimate required to settle the obligation at thebalance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

26

3

AS AT AS AT PARTICULARS 31/03/2014 30/06/2013

Note - 3RESERVES & SURPLUS:-(a) General Reserve 176,800,032 176,800,032

Add: Provision made during the year - -Add: Warrant application money forefeited - -

176,800,032 176,800,032(b) Share Premium account(opening Balance) 107,117,577 107,117,577

Addition during the year - -

107,117,577 107,117,577(c) Surplus / deficit in the statement of Profit & loss

Opening Balance (2,445,430,984) (31,758,659)Add: Profit/(Loss) for the year (354,078,425) (2,413,672,325)Transfer to General Reserve - -Closing Balance (2,799,509,409) (2,445,430,984)

(2,515,591,800) (2,161,513,375)Note - 4LONG-TERM BORROWINGS[Secured against hypotheciation of vehicles/equipments 2,996,007 15,565,557or residual charge on current assets and/or against thirdparties guarantee & securities]

2,996,007 15,565,557

Note - 5OTHER LONG-TERM LIABILTIESSecurity Received 335,000 345,000

335,000 345,000Note - 6LONG-TERM PROVISIONSProvision of Gratuity (Net of Reversal) 815,712 3,350,111

815,712 3,350,111Note - 7SHORT TERM BORROWINGSWORKING CAPITAL LIMITS 2,449,483,339 2,084,758,741[Above loans are secured againsthypothecation of stocks,debts,other movable and immovableassets present or future and personalGuarantee of the Managing Director]

OTHER TERM LOAN 15,442,647 115,131,030[Secured against hypotheciation ofvehicles/equipments or residual chargeon current assets and/or against thirdparties guarantee & securities] 2,464,925,986 2,199,889,771

Note - 8

TRADE PAYABLES - -

For Goods Supplied - -

Note - 9OTHER CURRENT LIABILITIESFor Expenses & Others 7,116,701 44,176,262For Advances From Customers - 82,841

7,116,701 44,259,102

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31.03.2014

27


Note - 10SHORT-TERM PROVISONSProvision for Income Tax 542,037 31,376,428Provision for Gratuity 482,826 704,826Provision for Bonus 337,921 548,362Provision for LTA 235,300 374,344Provision for Leave Encashment 178,009 616,232

1,776,093 33,620,192

*Note : Symbolic possession of Land and Building equitably mortgaged against loans availed has been taken over by the lenderson 22nd January, 2014.

Note - 12NON-CURRENT INVESTMENTSEquity Shares (Long Term) (Unquoted at Cost)(a) 10,000 Equity Shares

of Rs. 10/- each of Media Satellite & Telecoms Ltd. 100,000 100,000(b) 105,20,000 Equity Shares of Rs.10/- each of

MVL Telecom Ltd. 1,052,000 1,052,000(c) 24,800 Equity Shares of Rs.10/- each of MVL Solar Power Ltd. 248,000 248,000

1,400,000 1,400,000Equity Shares (Long Term) (Quoted at Cost)(d) 61,902,652 Equity Shares of Rs.1/- each ( Previous year 126,108,003 12,56,94,746

60,500,492 Eq.Shares of Rs.1/- each ) of MVL Ltd.(Out of the above 5,58,16,069 Equity shares of Rs.1/- each are pledgedfor against loan availed by an associate companies)

(e ) 50,000 Equity Shares of Rs.10/- each of (Previous year 50,000 Eq.Shares) 1,503,371 1,503,371Burnpur Cement Ltd.

(f) 4,479 Equity Shares of Rs.10/- each (Previous year 4,479 Eq.Shares) 985,173 985,173of Everest Industries Ltd.

128,596,546 128,183,289Government Securities (Long Term)National Saving Certificates \ Kissan Vikas Patra - 17,000(Pledged with Sales Tax Authorities)PRINCIPAL MUTUAL FUND(Long Term)(Quoted) 20,000 20,000

20,000 37,000

Market Value of quoted securities 130,016,546 129,620,289Shares 59,954,547 37,753,959Mutual Funds 20,000 20,000

28

2

Note - 11Particulars Gross Block Depreciation Net Block

Cost as on Additions Sales/Trf. Cost as on Total upto Adj.for For the Total upto As on As on01-07-2013 31-03-2014 01-07-2013 Sales/Trf. Period 31-03-2014 31-03-2014 30-06-2013

31-03-2014(A) Tangible Assets :Land * 10,622,159 - - 10,622,159 - - - - 10,622,159 10,622,159Building 83,866,708 - - 83,866,708 23,779,659 - 2,100,861 25,880,520 57,986,188 60,087,049Tubewell 269,190 - - 269,190 161,722 - 6,744 168,466 100,724 107,468Plant & Machinery 24,583,388 - - 24,583,388 21,421,270 - 860,949 22,282,219 2,301,169 3,162,118Dies & Moulds 27,680,774 - - 27,680,774 27,655,112 - 25,662 27,680,774 - 25,662Testing Equipment 1,320,529 - - 1,320,529 1,218,096 - 21,792 1,239,888 80,641 102,433Office Equipment 39,390,374 - - 39,390,374 38,203,621 - 230,639 38,434,260 956,114 1,186,753Vehicles 25,697,070 - 12,882,457 12,814,613 15,771,726 5,270,204 1,533,360 12,034,882 779,731 9,925,344Electrical Installation 4,425,861 - - 4,425,861 3,689,008 - 147,703 3,836,711 589,150 736,853Furniture & Fixture 2,157,019 - - 2,157,019 2,157,017 - - 2,157,017 - -

Total (a) 220,013,072 - 12,882,457 207,130,615 134,057,231 5,270,204 4,927,710 133,714,737 73,415,877 85,955,839(B) Intangible Assets : Total (b) - - - - - - - - - -(C) Capital Work in Progress Total (C) - - - - - - - - - - Total (a) + (b) + (c) 220,013,072 - 12,882,457 207,130,615 134,057,231 5,270,204 4,927,710 133,714,737 73,415,877 85,955,839Total as on 31-03-2014 220,013,072 - 12,882,457 207,130,615 134,057,231 5,270,204 4,927,710 133,714,737 73,415,877 85,955,839Total as on 30-06-2014 222,335,954 44,278,721 46,601,604 220,013,071 127,736,508 564,900 6,885,623 134,057,231 85,955,839 94,599,444

PARTICULARS PERIOD ENDED YEAR ENDED31/03/2014 30/06/2013

Note - 13LONG-TERM LOANS AND ADVANCESSecurity Deposits 193,291 252,291Prepaid Expenses 99,461 146,080Advances against ‘Purchases & Expenses - 138,418,170

292,752 138,816,541Note - 14OTHER NON-CURRENT ASSETSFDR’S/NSC Pledged in sales tax 137,014 115,014Interest Accrued 115,603 103,367

252,617 218,381Note - 15INVENTORIESTrading Goods 470,806 11,891,081Packing Material, Stores & Spares - 82,230

470,806 11,973,311Note - 16TRADE RECEIVABLES(Unsecured):-Exceeding six months from the date they became payablei) Considered good V 664,354 11,298,453ii) Considered doubtful - 725,029,746

Less :- Provision for Doubtful Debts - 725,029,746Total (A) 664,354 11,298,453

Less than six months from the date they became payablei) Considered good - 2,814,443ii) Considered doubtful - -

Total (B) - 2,814,443Total (A + B) 664,354 14,112,896

Note - 17CASH AND CASH EQUIVALENTSCash and Imprest balances 3,973,209 524,248Balances with Scheduled Banks (in current a/c) 430,745 122,913FDR’s/Margin Money with Scheduled Banks (pledged) 713,921 713,921

5,117,875 1,361,081Note - 18SHORT-TERM LOANS AND ADVANCES(Unsecured considered good) 15,335,416 16,601,384(Unsecured considered - Doubtful) - 282,578,550Less :- Provision for Doubtful Advances - 282,578,550

15,335,416 16,601,384Note - 19OTHER CURRENT ASSETSDeffered Revenue Expenses 98,368 147,545

98,368 147,545


29

30


Note - 20

REVENUE FROM OPERATIONS

Sale

Electonic Items 1,964,576 25,920,261

1,964,576 25,920,261

Note - 21

OTHER INCOME

Interest Income 13,596 1,008,972

Miscellaneous Income 3,861,262 5,619,792

Maturity of Keyman Insurance 21,557,191 -

25,432,049 6,628,764

Note - 22

INCREASE /(DECREASE) IN INVENTORIES

Closing Inventories

Finished goods 470,806 11,891,081

Opening Inventories

Finished goods 11,891,081 121,944,877

11,420,275 110,053,795

Note - 23

EMPLOYEE BENEFITS EXPENSES

Wages,Salaries & Welfares* 5,264,249 13,568,893

Bonus 220,094 678,044

Contribution to Funds 357,700 781,366

5,842,043 15,028,303

Note - 24

FINANCE COSTS

Interest Charges 276,532,116 317,564,988

Bank Charges 47,234 2,080,926

Hire purchase charges 1,11,604 383,722

276,690,954 320,029,637


31



Note - 25

OTHER EXPENSESCarriage Inward - 105,389Repair & Maintenance 8,000 54,848Excise Duty Paid 13,677 3,708Power & Fuel 257,792 1,579,578Packing & Stores Consumed 89,682 111,802Legal & Professional Charges 599,068 1,115,274Conveyance 503,042 1,115,403Repair & Maintenance 502,666 1,881,648Printing & Stationery 65,958 127,223Postage & Courier 38,969 107,211Watch & Ward Expenses. 756,089 2,188,303Travelling (Directors) 31,268 6,300Travelling (Others) 55,869 64,655Rent 45,000 1,912,430Telephone Expenses 335,249 869,160Subscription Books & Periodicals 207,159 435,241Deferred Revenue Expenses Written/off 49,177 770,152Rates Fee & Taxes 169,457 870,200Miscellaneous Expenses 21,057 122,681Rebate & Discount 16,684 (6,475)Insurance Charges 192,623 460,140Keyman Insurance - -Meeting Expenses 98,575 387,510Auditors Remuneration 136,436 455,810Loss on sale of Fixed assets 27,253 1,295,244Loss on sale of Shares/Mutual Funds (54,769) 137,500Advertisement Expenses 197,605 109,485Bad Debts - 513,019Carriage Outwards - 60,884Sales Promotion 4,885 21,451Prior Period Items (Net) 104,952,762 153,427,073

109,321,233 170,302,846

Note - 26EXCEPTIONAL ITEMSLoss on Reversal of Last Year Gain - 30,442,981.00Claims settled & amount w/off * 2,257,586 634,758,703Provision for Doubtful Debts & Advances - 1,007,608,296Provision for Dimunition in the value of Investments - 129,348,000

* Note: With the annoucement of decision to discontinue the existing product 22,57,586 1,80,21,57,980lines in pending claims and disputed debts of Rs.22.58 lacs

(Previous year Rs.6347.59) were settled and written off.

32


27.01 Defined Employee Benefit Plans: -

Valuations Gratuity have been carried out by independent actuary, as at 31st March, 2014. Leave Encashment Valuation aremade as per best estimates of the company keeping in view the leave policy:

S. Particulars Period Ended Year EndedNo. 31.03.2014 30.06.2013

Gratuity Gratuity

I Expenses recognized in the statement of Profit and Loss

1 Current service cost for the period 56,714 2,82,505

2 Interest cost 2,31,131 10,12,195

3 Actuarial (gain)/losses recognized in the period (9,03,486) (45,53,779)

4 Past service cost - -

5 Settlement cost - -

6 Expenses recognized in the statement of profit and loss (26,60,970) (40,24,256)

II Net Assets/(Liability) recognized in the Balance sheet

1 Present value of obligation as at the end of the year 12,98,538 40,54,937

2 Fair value of Plan assets as at the end of the year - -

3 Funded status [surplus/deficit] (12,98,538) (40,54,937)

4 Net Liability recognized in balance sheet 12,98,538 40,54,937

III Change in present value of obligation during the year

1 Present value of obligation as at the beginning of the period 40,54,937 1,19,08,181

2 Acquisition adjustment - -

3 Interest cost 2,31,131 10,12,195

4 Past service cost - -

5 Current service cost 56,714 2,82,505

6 Settlement cost - -

7 Benefit paid -95,429 (7,65,177)

8 Actuarial (gain)/loss on obligation (9,03,486) (45,53,779)

9 Present value of obligation as at the end of the period 12,98,538 40,54,937

IV Change in the plan value of assets during the year

1 Fair value of plan assets at the beginning of the period - -

2 Expected return on plan assets - -

3 Contributions - -

4 Benefits paid - -

5 Actuarial Gain/(loss) on plan assets - -

6 Fair value of plan assets as at the end of the period - -

Actuarial Assumptions:

1 Discount rate 9.10% 7.60%

2 Rate of increase in compensation 10.00% 10.00%

3 Rate of return on plan assets - -

4 Average Outstanding service of Employee’s upto retirement 17.69 years 14.94 years

27.02 Earning per Share (EPS)

Particulars Unit For the Period For the YearEnded 31.03.14 Ended 30.06.13

Profit/(Loss) attributable to equity share holder (numerator) “A” Rs. (3540.78) Lacs (24136.72)LacsNo. of equity shares at the beginning of the year Nos. 2,63,29,091 2,63,29,091No of equity shares entitled to shares profits. Nos. 2,63,29,091 2,63,29,091Weighted average no. of equity shares at year end.(Denominator) “B” Nos. 2,63,29,091 2,63,29,091Face Value per Equity Share Rs. Rs. 10/- Rs. 10/-Basic / Diluted earning per share (A) / (B) Rs. (13.45) (91.67)

(Rs. In Lacs) (Rs. In Lacs)

27.03 Contingent Liabilities Corporate Guarantees given for loans availed by group companies. 37,900.00 37,900.00

27.04 Claims not acknowledged as debt For Sales Taxes & Income Tax matters. 470.68 396.46 For Commercial disputes 2.77 2.77

Total 473.45 399.23

27.05 Trade Receivables include debts, which are considered doubtful of 6.64 - recovery for which no provision has been made in these accounts.

27.06 Auditors Remuneration Covers For Statutory Audit & Tax Audit 0.50 3.00 For Taxation matters 0.50 1.00 For Other Services on above services 0.12 0.49 For Other Reimbursements 0.24 0.06

Total 1.36 4.55

27.07 Deferred Tax Liabilities/Assets : In view of no certainty of future income and Nil Nirealization of Deferred Tax Assets, no provision is being made for Deferred Assets

27.08 Directors Remuneration Covers Salaries up to 30.11.2013 8.44 22.26 Contribution to provident fund up to 30.11.2013 0.50 1.42 Membership Fees 0.00 0.05 Sitting Fees 0.09 0.72

Total 9.03 24.45

27.09 As per Board resolution dated 02.01.2014 the accounting period was reduced by three months In consequence of the saidchange in this period the statement of profit and loss figures are for nine months ending 31.03.2014,whereas the comparativefigures for previous year are for twelve months ending 30.06.2013.

27.10 Sales and Purchase are exclusive of Vat and net of returns if any.

27.11 Cenvat and Vat

i) Cenvat if any availed on Capital goods or on purchases is not included in the cost of respective assets or goods as thecase may be.

ii) Vat availed on purchases does not form part of cost of goods.

iii) Unutilized balances if any of CENVAT and VAT at the year/end are carried forward under the head loans and advances.

27.12 Management has not been able to obtain confirmation of balances from Loan Lenders, Trade Receivables, Trade payables,Loans, advances & deposits. In the absence of such confirmations, any provisions to be made for the adverse variation inthe carrying amounts of these balances are not quantified, since quantum of claims and disputes, if any remains unascertained.

27.13 In the opinion of Directors, the current assets have value on realization in the ordinary course of business at least equal tothe value at which they are stated in the forgoing Balance Sheet except as otherwise stated.

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27.14 VAT assessments have been finalized up to financial year 2010-2011, however assessment of some of the branches arepending for the year 2010-2011, liability, if any for the un-assessed years remains unascertained.

27.15 There are no micro and small enterprises, to whom the company owes sums, which are outstanding for more than 45 daysas at 31st March 2014. This information as required to be disclosed under the Micro, Small and Medium EnterprisesDevelopment Act, 2006 has been determined (to the extent such parties have been identified) on the basis of informationavailable with the company, further no interest during the year has been paid or is payable under the terms of the Act.

27.16 Miscellaneous income includes Rs. 38.29 Lacs towards reversal of Gratuity Liability of the Managing Director on terminationof employment.

27.17 Name of the company has been changed from MVL Industries Ltd. to Noesis Industries Ltd. w.e.f. 17.01.201427.18 In view of heavy Losses in the past and loss during the current period, operations have been virtually discontinued. Lenders

had declared Loans as N.P.A, which stand recalled. Lenders have issued notices under the SARFAESI Act, 2002 and havealso filed notices for recovery with Debts Recovery Tribunal. Management is hopeful of further capital raising, promoters &group support, settlement /re-structuring of loans and starting of activity for revival. As per management’s such perception,these accounts have been prepared on a going concern basis. However in the opinion of statutory auditors, looking at thecontinuous losses during the current period & last 2 years leading to erosion of net worth to minus Rs. 22,523.01 Lacs,defaults of Rs. 24,494.83 Lacs towards repayment of dues to banks and financial Institutions, and with no activity for revival.it is not feasible for the company to continue as going concern.

27.19 The consortium of Banks which had provided funds towards working capital and term loans had during last year declared theborrowing accounts as NPA as per Reserve Bank of India guidelines. All loans have been recalled. Since the bank loans aredeclared as NPA, Lenders are not charging interest. The company has provided for interest as per last agreed rates, but noprovision has been made for penal interest payable for delay and defaults due to the uncertainty and discretionary provisions.

27.20 Banks Loans :-

Current Period Previous Year(Rs. in Lacs) (Rs. in Lacs)

A) Working Capital Loans availed are secured against:- 24494.83 20847.59

I. hypothecation of Stocks, Books Debts & Other Current Assets bothpresent & future and

II. Immovables equitably mortgaged.

Symbolic possession of which has been taken over by the lenders on 22.01.2014.

a) Factory Land & Building situated at A-785, Bhiwadi, Rajasthanbelonging to the company.

b) Property (Land & Building) at Plot No. 112, Sector-8, IMT Manesar,Haryana belonging to the company.

c) Property (Land & Building) at A-316-C, Ricoh Industrial Area, Bhiwadi,Rajasthan belonging to one of the guarantor company.

III. Corporate Guarantee provided by associate company 15950.00 15950.00

IV. Personal Guarantee of Promoter Director Sh. Prem Adip Rishi

B) Term Loans availed are secured against:-Hypothecation of Vehicle and against third parties moveable and immoveable 154.43 1151.31assets, guarantees and securities.

Present Status:� Punjab National Bank as the Lead Bank under the Consortium Lending arrangement for itself and for 6 other Banks has

issued notice dated 10.12.2013 u/s 13 (4) of Chapter III of Securitization And Reconstruction of Financial Assets & Enforcementof Security Interest Act, 2002 (SARFAESI Act, 2002) claiming dues of the value of Rs.17,948.67 lacs along with furtherinterest up to the date of payment. Symbolic possession of immovable’s in pursuance of the said notice was taken over on22.01.2014.

� UCO Bank had filed application u/s 19(4) of the Recovery of Debts Due to Banks & Financial Institutions Act,1993 before theDebts Recovery Tribunal Delhi vide application dated 26.03.2013 along with interest up to the date of payment.

� Standard Chartered Bank had filed application u/s 19 (4) of the Recovery of Debts Due to Banks & Financial InstitutionsAct,1993 before the Debts Recovery Tribunal Delhi vide application dated 20.05.2013 claiming recovery of debts of Rs.1857.79 lacs along with interest up to the date of payment.


34


� Punjab National Bank has filed application u/s 19(4) of the Recovery of the Debts Due to Banks & Finance Institution Act,1993, before the Debts Recovery tribunal Delhi vide application dated 19.09.2013 claiming dues on behalf of 5 LendingBanks namely Punjab National Bank itself, Allahabad Bank, State Bank of Mysore, IDBI Bank Ltd. and Punjab & Sind Bankof the value of Rs. 13,259.55. lacs along with interest upto the date of payment.

27.21 Previous year figures has regrouped and reclassified to facilitate comparison with current period figures.27.22 Disclosure of Related Party Transactions in accordance with Accounting Standard (AS) - 18 “Related Party Disclosures”.

Relationshipi) Companies/Parties in which key management Personnel or their relatives have substantial interest/significant

influenceFalcon Technosystems Ltd.Media Magnetic Cassettes Ltd.Cardinal Infratech Ltd.MVL Limited.

ii) Key Managerial PersonnelMr. Prem Adip Rishi – Managing DirectorMr. Rakesh Gupta – DirectorMr. Rajesh Galhotra – Director

iii) Relatives of key managerial personnel where transactions have taken place:Nil

Summary of transactions carried out with related parties (as identified above by the Company and relied upon by the Auditors)(Rs. in Lacs)

Sl. Nature of Referred Referred in Referred in Total For Total ForNo. Transactions in 27.22 (i) 27.22 (ii) 27.22 (iii) the Period the year

ended 31/03/14 ended 30/06/13i. Purchases

Goods & Materials 3.82 - - 3.82 9.79ii Sales

Goods & Materials - - - - 253.72Expenses

iii Rent Paid 0.45 - - 0.45 3.00iv Directors Remuneration - 8.94 - 8.94 23.69v Directors Sitting Fees - 0.09 - 0.09 0.12vi Reimbursement Paid 2.21 - - 2.21 9.55

Incomevii Rental Income - - - Nil 7.32xiii Proportionate Expenses recovered - - - Nil 1.52ix Reversal of Sale of Shares Last Year - - - Nil 411.04x Sale of shares Listed Company - - - Nil 9.00xi Realization of Advances 1,384.18 - - 1,384.18 1,097.64xii Sale of Fixed Assets 75.00 - - 75.00 -xiii Corporate Guarantee Given 37,900.00 - - 37,900.00 35,100.00xiv Corporate Guarantee Availed 15,950.00 - - 15,950.00 15,950.00xv Amount Paid during the year 3,740.66 - - 3,740.66 15.93xvi Amount Received during the year 2,565.66 - - 2,565.66 3.83xvii Due from Director

(For reversal of remuneration inadequacyprofit) - - - - 3.28

Year End Balances

xviii Advance receivable 91.24 28.90 - 120.14 1,491.34xix Debts due - - - Nil 107.24Xx Payables 22.83 - - 22.83 -

35

36

27.23 During the period the company has closed all branches, except Bhiwadi. Non moving and old stocks, store and packingmaterial have been disposed off on “As Is Where Is” basis. In the process the company has incurred a gross loss ofRs. 98.74 lacs.

27.24 With the discontinue of business and on settlement of pending claims, out of the debt as irrecoverable claims due thecompany has during the period written off Rs.22.58 Lacs (Previous year Rs. 6347.59 Lacs).

27.25 As per the system of accounting adopted in the past debtors and creditors were included at net values after factoring. Thesefactoring arrangements, besides personal guarantee were secured against third party moveable assets. All such factoringclaims net of recoveries from the securities, have now been accounted as short term loans on account of defaults by thedebtors/creditors.

27.26 Other Disclosers: -

a) CIF Value of imports Value Value

Stores & Spares 0 0

Trading Goods / Raw Material 0 0

Capital Goods 0 0

Total 0 0

b) Earning in Foreign Exchange NIL NIL

c) Expenditure in Foreign Currency NIL NIL

d) Value of Raw Materials, Stores, Spares and Value %age Value %agePacking Material consumed

Raw Material

Imported 0.00 0.00% 0.00 0.00%

Indigenous 0.00 0.00% 0.00 0.00%

Total 0.00 0.00% 0.00 0.00%

Stores, Spares and Packing Material

Imported 0.00 0.00% 0.00 0.00%

Indigenous 0.90 100.00% 1.121 100.00%

Total 0.90 100.00% 1.12 100.00%

Signature to Note No.1 to 27.26




Del

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BOOK POST

Registered Office :1201-B, Hemkunt Chamber, 89 Nehru Place,New Delhi-110019 T: +91-11-41662674

NOTICE

Notice is hereby given that the 27 th Annual General Meeting of the Members of Noesis Industries Limited will be held on Tuesday,

30th September, 2014 at 03:00 P.M. at Executive Club, 439, Village Shahoorpur, P.O. Fatehpur Beri, New Delhi-110074 to transact

the following business as:

Ordinary Business:

1. To receive, consider, approve and adopt the Audited Financial Statement as at 31 st March, 2014 and Prot and Loss

Account for the year ended on that date together with the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Rajesh Galhotra (DIN: 00021326), who retires by rotation and being eligible, offers

himself for re-appointment.

3. Appointment of Auditors and xation of their remuneration

To consider and if thought t, to pass with or without modication(s), the following Resolution as an Ordinary Resolution:

“Resolved that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act,

2013 and the Rules framed thereunder, as amended from time to time, M/s. Arun Kishore & Co., Chartered Accountants

(ICAI Regd.No. 001898 N), be and is hereby appointed as Auditors of the Company to hold ofce from the conclusion of this

Annual General Meeting till the conclusion of 30th Annual General Meeting of the Company to be held in the year 2017

(subject to ratication of their appointment at every Annual General Meeting), at such remuneration as may be agreed

between the Board of Directors of the Company and the Auditors.”

Special Business:

4. Appointment of Mr. Vijay Kumar Sood as an Independent Director of the Company

To consider and if thought t, to pass with or without modication(s), the following Resolution as an Ordinary Resolution:-

“Resolved that pursuant to the provisions of Section 149, 152 and all other applicable provisions of the Companies Act,

2013 and the Companies (Appointment and Qualication of Directors) Rules, 2014 read with Schedule IV (including any

statutory modication(s) or re-enactment thereof for the time being in force), consent of the Members be and is hereby

accorded to the appointment of Mr. Vijay Kumar Sood (DIN: 01325491), in respect of whom the Company has received a

notice in writing from a member, proposing his candidature for the ofce of Independent Director of the Company, for a

period of 5 (ve) consecutive years effective from the date of his appointment, as such by the Board AND THAT he shall not

be liable to retire by rotation.”

5. Appointment of Mr. Kamal Kumar Jain as an Independent Director of the Company





accorded to the appointment of Mr. Kamal Kumar Jain (DIN: 00769056), in respect of whom the Company has received a

1

notice in writing from a member, proposing his candidature for the ofce of Independent Director of the Company, for a

period of 5 (ve) consecutive years effective from the date of his appointment, as such by the Board AND THAT he shall not

be liable to retire by rotation.”

6. Appointment of Mrs. Kalpana Gupta as an Independent Director of the Company





accorded to the appointment of Mrs. Kaplana Gupta (DIN: 02300348), in respect of whom the Company has received a

notice in writing from a member, proposing her candidature for the ofce of Independent Director of the Company, for a

period of 5 (ve) consecutive years effective from the date of her appointment, as such by the Board AND THAT she shall

not be liable to retire by rotation.”



Sd/-

Place: New Delhi (Prem Adip Rishi)


Registered Ofce:


89 Nehru Place,

New Delhi-110019

Tel: +91-11-41662674



CIN: L32109DL1986PLC026273

Notes:

1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote

instead of himself/ herself and the proxy need not be a member of the Company. The instrument appointing the

proxy, in order to be effective, must be deposited at the Registered Ofce of the Company, duly completed and

signed, not less than 48 hours before the commencement of the Meeting. Proxies submitted on behalf of Limited

Companies, Societies, etc. must be supported by appropriate resolutions/ authority, as applicable. A person can

act as proxy on behalf of members not exceeding 50 (Fifty) and holding in the aggregate not more than 10% of the

total share capital of the Company carrying voting rights. A member holding more than 10% of the total share

capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act

as a proxy for any other person or shareholder.

2. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, 26th September, 2014

to Tuesday, 30th September, 2014 (both days inclusive).

2

3. A Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the Special business to be transacted at the

Meeting is annexed hereto.

4. Members are requested to bring their attendance slip alongwith their copy of Annual Report to the meeting.

5. In case of joint holders attending the meeting, the Member whose name appears as the rst holder in the order of names

as per the Register of Members of the Company will be entitled to vote.

6. Members holding shares in demat form are requested to intimate immediately any change in their address or bank mandates

to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical

form are requested to advice any change in their address or bank mandates immediately to the Company/ Alankit Assignments

Limited (Alankit).

7. The Company has entered into agreement with NSDL and CDSL for dematerialisation of shares. Members who still hold the

shares of the Company in the physical form are advised to have their holdings dematerialized in their own interest through

authorized Depository Participants.

8. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names

are requested to send the share certicates to Alankit, for consolidation into a single folio.

9. The notice of Meeting alongwith the Annual Report 2013-14 is being sent by electronic mode to those Members whose e-

mail addresses are registered with the Company/ Depository Participants, unless any Member has requested for a physical

copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the

permitted mode. Members who have not registered their e-mail addresses are requested to register the same with the

Alankit/ Depository Participants for receiving all communications including Annual Report, Notices, Circulars, etc. from the

Company electronically.

10. Brief resume of Directors including those proposed to be appointed/re-appointed, nature of their expertise in specic

functional areas, name of companies in which they hold directorships and memberships/ chairmanships of Board Committees,

shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the

Stock Exchanges are given in the Corporate Governance Report forming part of the Annual Report.

11. The e-voting period commences on Wednesday, September 24, 2014 (9.00 a.m. IST) and ends on Friday, September 26,

2014 (5.00 p.m. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized

form, as on August 29, 2014, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting

thereafter. Once the vote on a resolution is cast by the Member, he shall not be allowed to change it subsequently.

12. The voting rights of Members shall be in proportion to their shares of the paid up equity share capit al of the Company as on

August 29, 2014.

13. Mr. Sanjay Chugh, Practicing Company Secretary (Membership No. FCS 3754) has been appointed as the Scrutinizer to

scrutinize the e-voting process at Executive Club, 439, Village Shahoorpur, P.O. Fatehpur Beri, New Delhi-110074 in a fair

and transparent manner.

14. The Scrutinizer shall, within a period not exceeding three working days from the conclusion of the e-voting period, unblock

the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutinizer’s Report

3

of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

15. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.mvlindustries.in

and on the website of NSDL www.evoting.nsdl.com within two days of the passing of the resolutions at the Twenty-seventh

AGM of the Company on September 30, 2014 and communicated to the BSE Limited and National S tock Exchange of India

Limited, where the shares of the Company are listed.

STATEMENT [PURSUANT TO SECTION 102(1) OF THE COMP ANIES ACT, 2013 (‘ACT’)]

The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:

Item Nos. 4 to 6

The Board of Directors (Board) of the Company has proposed the appointment of Mr. Vijay Kumar Sood, Mr. Kamal Kumar Jain

and Mrs. Kalpana Gupta as Independent Directors of the Company for a period of 5 (ve) years effective from the date of their

appointment, as such by the Board.

Mr. Vijay Kumar Sood, Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta does not hold any share in the Company and they are not

related to any other Director of the Company.

Mr. Vijay Kumar Sood, Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta has furnished a declaration to the Company that they meets

with the criteria of independence, as prescribed for Independent Directors under Section 149 of the Companies Act, 2013 read

with the Rules made thereunder (Act).

In the opinion of the Board, Mr. Vijay Kumar Sood, Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta fulls the conditions for their

appointment, as Independent Directors of the Company, as specied in the Act and the Listing Agreement, and they are independent

of the Management of the Company.

Keeping in view their vast experience and knowledge, the Board is of the view that it will be in the interest of the Company th at Mr.

Vijay Kumar Sood, Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta are appointed as Independent Director on its Board.

Upon the approval of the Members to their appointment, as Independent Directors, the appointment of Mr. Vijay Kumar Sood, Mr.

Kamal Kumar Jain and Mrs. Kalpana Gupta, as such, shall be formalised by the Board by issuing a letter of appointment to them,

which shall be open for inspection by the Members at the Registered Ofce of the Company, in terms of applicable provisions of

the Act.

In terms of applicable provisions of the Act, an Independent Director can hold ofce, as such, on the Board of the Company for 2

(two) consecutive terms of upto 5 years each, such appointment having received the prior approval of the Members of the Company.

Also an Independent Director is not liable to retire by rotation.

Brief resume of Mr. Vijay Kumar Sood, Mr. Kamal Kumar Jain and Mrs. Kalpana Gupta, nature of their expertise in specic

functional areas and names of Companies in which they hold directorships and memberships/chairmanships of Board Committees,

shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock

Exchanges, are provided in the Corporate Governance Report forming part of the Annual Report.

Accordingly, the Board recommends the resolution for their appointment, as Independent Directors of the Company, for the

approval by the Shareholders, as Ordinary Resolutions set out at Item Nos. 4 to 6 of the Notice.

4

None of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested,

nancially or otherwise, in these resolutions.



Sd/-

Place: New Delhi (Prem Adip Rishi)


Registered Ofce:


89 Nehru Place,

New Delhi-110019

Tel: +91-11-41662674



CIN: L32109DL1986PLC026273

5

NOESIS INDUSTRIES LIMITEDCIN: L32109DL1986PLC026273

Registered Ofce: 1201 B, 12th Floor, Hemkunt Chamber, 89, Nehru Place, New Delhi-110019

Tel: +91-11-41662674, E-mail: [email protected], Website: www.mvlindustries.in

ATTENDANCE SLIP27th Annual General Meeting

DP Id. ........................................ Folio No. .......................................

Clinent ID .................................. No. of Shares held.........................

Member’s Name ..............................................................................................................................................................

Complete Address ..............................................................................................................................................................

..............................................................................................................................................................

I hereby record my presence at the 27th Annual General Meeting of the Company to be held on Tuesday, 30th September,2014 at 3:00 P.M. at Executive Club, 439, Village Shahoorpur, P.O. Fatehpur Beri, New Delhi-110074.

.................................................

Member’s Signature

If proxy attends instead of Member :

Proxy’s Name.............................................................. Proxy’s Signature .................................. .............................

Note: Members/Proxy holders wishing to attend the meeting must bring their duly lled and signed Attendance Slip

with them. NO GIFT/COUPON WILL BE DISTRIBUTED AT THE ANNUAL GENERAL MEETING.

NOESIS INDUSTRIES LIMITEDCIN: L32109DL1986PLC026273

Registered Ofce: 1201 B, 12th Floor, Hemkunt Chamber, 89, Nehru Place, New Delhi-110019

Tel: +91-11-41662674, E-mail: [email protected], Website: www.mvlindustries.in

PROXY FORM[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name of the Member(s) : …...…………………………………………………………………………………………………

Registered Address : ………………………………………………….........................… ……………………………...

E-mail Id : ……………………………………………….........................… ………………………………...

Folio No./Client Id : ………………………………………….........................… ……………………………………...

DP Id : ……………………………………….........................… ………………………………………...

I/We, being the member(s) of ………………………. Shares of Noesis Industries Limited, hereby appoint:

1. Name : …...…………………………………………………………………………………………………

Address : …...…………………………………………………………………………………………………

E-mail Id : …...…………………………………………………………………………………………………

Signature : …...…………………………………………………………………………………………………or failing him

2. Name : …...…………………………………………………………………………………………………

Address : …...…………………………………………………………………………………………………

E-mail Id : …...…………………………………………………………………………………………………

Signature : …...…………………………………………………………………………………………………or failing him

3. Name : …...…………………………………………………………………………………………………Address : …...…………………………………………………………………………………………………

E-mail Id : …...…………………………………………………………………………………………………

Signature : …...…………………………………………………………………………………………………

as my/our proxy to attend and vote (on a Poll) for me/us and on my/our behalf at the 27th Annual General Meeting ofthe Company to be held on Tuesday, 30th September, 2014 at 3:00 P.M. at Executive Club, 439, Village Shahoorpur,P.O. Fatehpur Beri, New Delhi-110074 and at any adjournment thereof in respect of such resolutions as are indicatedbelow:-.

Resolution No.

1. Adoption of Balance Sheet, Statement of Prot and Loss, Report of Board of Directors and Auditors for theyear ended March 31, 2014.

2. Re-appointment of Mr. Rajesh Galhotra who retires by rotation.3. Appointment of Auditors and xing their remuneration.4. Appointment of Mr. Vijay Kumar Sood as an Independent Director.5. Appointment of Mr. Kamal Kumar Jain as an Independent Director.6. Appointment of Mrs. Kalpana Gupta as an Independent Director.

Signed this ……….........................…day of ….................... 2014.

Signature of Member : …...................................…………..

Signature of Proxy holder(s) : …………….....................................

NOTES : 1. This form of Proxy in order to be effective should be duly completed and deposited at theRegistered Ofce of the Company, not less than 48 hours before the commencement of theMeeting. Proxies submitted on behalf of Limited Companies, Societies, etc. must be supportedby appropriate resolutions/ authority, as applicable. A person can act as proxy on behalf ofmembers not exceeding 50 (Fifty) and holding in the aggregate not more than 10% of the totalshare capital of the Company carrying voting rights. A member holding more than 10% of thetotal share capital of the Company carrying voting rights may appoint a single person as proxyand such person shall not act as a proxy for any other person or shareholder.

2. Those Members who have multiple folios with different jointholders may use copies of this AttendanceSlip/Proxy.

AfxRe. 1/-

RevenueStamp

Documents

Noesis Industries 2014 Balance Sheet · For Noesis Industries Limited Sd/-Place: New Delhi (Prem Adip Rishi) Date : 25th August, 2014 Chairman & Managing Director Registered Office: