The Directors are pleased to present their Twenty fourth Annual Report together with the audited accounts of Fairfield Atlas Limited (the "Company") for the year ended 31st March, 2014.

i. Financial Results                                      Rs. in lakhs
                                               2013-2014     2012-2013

Total Revenue                                  36,610.78     23,228.88

Profit before depreciation,
Interest and tax                                9,305.76      5,517.66

* Tangible assets                               1,189.80        845.89

* Intangible assets                                 2.57          1.67

Profit before Tax                               7,892.16      4,377.36

* Current tax                                   2,652.45      1,531.33

* Deferred Tax (credit)                            53.49       (18.36)

Profit after tax                                 5186.22      2,864.39

The Directors did not recommend dividend for the year ended 31st March, 2014.

iii. Performance

During the financial year under review the Company continued its profitability trend driven by the Export business. With increased business both from domestic customers and overseas customers sales turnover for the financial year has been positively impacted. Increase in export business has been possible due to steadfast support from worldwide Oerlikon Group of companies which translated into export orders particularly from Oerlikon Fairfield USA.

Growth in income for the financial year under review increased by 57% from Rs.23228.88 lakhs in the previous year to Rs.36610.78 lakhs in the financial year under review. As a result of this impressive performance, the Net Profit after tax for the year recorded an increase at Rs. 5186.22 lakhs as against Rs.2864.39 lakhs in the previous financial year. Commissioning of the Heat Treatment and other expansion facilities and increase in dollar exchange rate contributed to the increase in revenue during the financial year under review.

The Company continues with its rigorous cost cutting measures and streamlining its production processes which have resulted in significant savings thereby enabling the Company to maintain profitable growth in the current challenging situation.

iv. Directors Responsibility Statement

Pursuant to the provisions of sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors confirm:

(i) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2014 and of the profit of the Company for that period.

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

(iv) that the Director's had prepared the annual accounts on a going concern basis.

v. Finance

The Company has during the year under review paid in the aggregate USD 10 lakhs towards installment of its foreign currency loans as per the terms and conditions agreed with the foreign lenders.

vi. Delisting and Exit Offer

Consequent upon acquisition of 26,84,650 shares constituting 9.83% of the share capital of the Company in the Delisting Offer, the Promoter TH Licensing held 2,56,09,446 Equity Shares representing 93.74% of the paid up capital of the Company. The Exit price was determined at Rs. 245/- per share. Following closure of the Delisting Offer the Company applied to the BSE for final delisting approval. Pursuant to the application of the company BSE notified discontinuation of trading in Equity shares of the company with effect from 22nd October, 2013 and delisting of the Equity shares from BSE with effect from 29th October, 2013.

In accordance with the Delisting Regulations Exit Offer letters were issued to the Residual shareholders to tender their shares at the Exit Offer price of Rs. 245/- per share. The relevant documents were to be forwarded to the Registrar to the Exit Offer. Pursuant to the Exit Offer the Promoter acquired further 1185889 equity shares taking their shareholding to 26795335 thus constituting 98.08% of the paid-up share capital of the Company as on 31st May, 2014. The Exit offer will close on 28th October, 2014

vii. Corporate Social Responsibility

During the year the Company has voluntarily undertaken Corporate Social Responsibility activities in the vicinity of its Registered Office. In the field of education the activities include distributing school stationery such as note books, pencil and compass boxes etc. to the students, donation of school benches, LCD Projectors with educational softwares, Computers and Construction of Science laboratory hall and providing laboratory equipment to local primary schools.

Apart from that, tree plantation and distribution of blankets to old age homes and organizing free medical check up with medicine were the healthcare initiatives undertaken by the Company in surrounding villages.

viii. Corporate Office

In view of the closure of the Corporate Office at Mumbai all correspondence relating to shares can be addressed to Sharex Dynamic (India) Private Limited Mumbai the Registrars and Share Transfer Agents or to the correspondence/registered office address mentioned in the report for attention of the Company Secretary, In case of email it may be addressed to the Company Secretary Mr. Marcel Rebello at email id mrebello@falworld.com

ix. Industrial Relations

During the financial year, Industrial relations at the Company's Plant continued to be cordial. During the year, the Company organized various training programs, seminars and inter active sessions for the benefit of the employees and enhancing their capabilities.

x. Particulars of Employees

The Company has one employee who was in receipt of remuneration of not less than Rs.60 lakhs during the year or Rs. 5 lakhs per month during any part of the said year. The information required under Section 217(2A) of the Companies Act, 1956 and the rules made thereunder is provided in the Annexure forming part of the Report. In terms of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary of the Company.

xi. Conservation of energy, technology absorption and foreign exchange earnings and outgo.

The information required in terms of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in the annexure forming part of this Report.

xii. Directors

Mr. Riad Fyzee retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment as Director.

The Company has received requisite notice in writing from a member proposing Mr. Mapgaonkar for appointment as Independent Director. The Company has also received declaration from Mr. Mapgaonkar confirming that he meets with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

Mr. Jeffrey Potrzebowski Chairman of the Board resigned with effect from 29th October, 2013. The Board placed on record its appreciation of the dedication and counsel given by him during his tenure as Chairman of the Company.

Mr. Avinash R Gandhi, Mr. Ravi Kathpalia and Mr. Rakesh Chopra resigned from the Board effective 14th March, 2014. The Board placed on record its appreciation of the counsel and guidance given by them during the tenure of their office.

None of the directors of the Company is disqualified as on 31st March, 2014 for being appointed as Directors as specified in Section 274(1) (g) of the Companies Act, 1956.

xiii. Auditors

The retiring Auditors B S R & Associates LLR Chartered Accountants and other firms in the same network of audit firms as them have been the Statutory Auditors since financial year ending 31st March, 2009 i.e. for a continuous period of 6 years including financial year ending 31st March, 2014. The current Statutory Auditors B S R & Associates LLP, Chartered Accountants retire at this Annual General Meeting but have given the Company Notice in writing expressing their unwillingness to be reappointed.

In terms of the provisions of the Companies Act 2013 ("the Act") and the Rules framed thereunder it is proposed to appoint B S R & Co. LLR Chartered Accountants bearing firm registration number 101248W/ W-l00022 another firm in the same network as Statutory Auditors from the conclusion of the ensuing Annual General Meeting of the Company till the conclusion of the 28th Annual General Meeting of the Company to be held in the year 2018 (subject to ratification of their appointment at every Annual General Meeting)

As required under the provisions of section 139(1) of the Act, the Company has received a written consent from B S R & Co LLP, Chartered Accountants to their appointment and a Certificate to the effect that that appointment, if made, would be in accordance with the Act and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the Act.

The members are requested to elect Auditors as aforesaid and fix their remuneration.

xiv. Cost Audit

Pursuant to the directions from the Central Government Department of Company Affairs, the Company carried out an audit of its cost records by M/s. M.R Turakhia and Associates, Cost Accountants, Indore The due date of filing of the Cost Audit Report with the Ministry of Corporate Affairs for the financial year ended 31st March, 2013 was 180 days from the end of the financial year. The Report was filed on 1st October, 2013. The Board of Directors has upon recommendation of the Audit Committee re-appointed M/s. M.P Turakhia and Associates, Cost Accountants, as Cost Auditors of the Company for the financial year 2014-15 subject to approval of the Central Government.

Necessary certificate/confirmation has been obtained from M/s. M.P Turakhia and Associates to the effect that they are eligible for appointment as Cost Auditors under Sec 141 (3)(g) of the Companies Act, 2013.

xv. Auditors' Report

The notes on Accounts, referred to in the Auditors' Report are self-explanatory.

xvi. Acknowledgement

The Directors express their sincere thanks for the continued support and valuable co-operation extended by Oerlikon Corporation and Oerlikon Fairfield USA and contribution of the employees at all levels to the performance of the Company.

                            For and on behalf of the Board of Directors

Mumbai                            D. E. JACOB                RIAD FYZEE
11th June, 2014             Managing Director                  Director