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Directors Report of Elpro International Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors present the 52nd Annual Report along with the audited Balance-Sheet and Statement of Profit and Loss for the year ended March 31, 2015.

1. FINANCIAL RESULTS:

(Rs.in Lacs) Particulars Standalone

2014-15 2013-14

Gross sales & services 3701.57 2886.71

Other Income 41.13 45.09

Profit / (Loss) Before Tax and Exceptional Items (200.58) (390.57)

Provision for Taxation - -

MAT Credit - -

Provision for Deferred Tax - -

Exceptional Items (3.38) (8.13)

Profit/(Loss) After Tax (203.95) (398.70)

Profit brought forward from previous year 317.34 716.04

Profit available for appropriation - -

Dividend-Proposed - -

Dividend tax on proposed dividend - -

Transfer to General reserve - -

Balance carried to Balance Sheet 90.56 317.34

2. OVERVIEW AND THE STATE OF COMPANY'S AFFAIR:

The Company's revenue during the year stood at Rs. 3701.57 lacs as compared to previous year of Rs. 2886.71 lacs, there is increase in the revenue by Rs. 814.86 lacs on account of increase in revenue from real estate segment. The real estate revenue continue to grow in near future as company is focusing in to enter into further lease agreements with prospective clients. The Company's focus is to reduce further the interest cost in near future.

3. CHANGE IN NATURE OF BUSINESS

During the Financial Year 2014-15, Company has not changed its nature of business and has been continuing with the same line of business.

4. DIVIDEND:

No dividend has been recommended by the Board of Directors of the Company for Financial Year 2014-15. However the register of members and share transfer books will remain closed on September 10, 2015.

5. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES

Your Directors do not propose to transfer any amount to reserves as on 31st March, 2015.

6. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES

The Company has "Elpro Estates Limited" as a Subsidiary Company & "Dabri Properties & Trading Co. Ltd" as an Associate Company as at the end of financial year ended March 31, 2015. The audited financial statements of subsidiary company and associate company are available for inspection during business hours at the Registered Office of the company. Any member, who is interested in obtaining a copy of audited financial statement of subsidiary company, may write to the Company Secretary at the Registered Office of the Company. The salient features of performance of the Subsidiary and Associate Company as on March 31, 2015 in Form AOC- 1 is annexed herewith as 'Annexure I'.

During the financial year, no company became or ceased to be the Subsidiary, Joint Venture or Associate Company.

7. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement have been prepared in accordance with the provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the provisions of the Listing Agreement with the stock exchange and forms part of the Annual Report.

8. PUNE STOCK EXCHANGE LIMITED (PSE), PUNE

The Company is voluntarily delisted w.e.f. January 9, 2015 from PSE in the year 2014-15 in accordance with the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 for Voluntary Delisting of Shares from the Stock Exchanges and SEBI circular CIR/MRD/DDS/18/ 2014 dated May 22, 2014.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Madhav Srinivasan, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re–appointment.

Ms. Samira Rathod, Independent Director of the Company resigned from the Directorship on 14th November, 2014. The Board places on record its deep appreciation for the valuable contribution made by her during her tenure as Director of the Company.

Ms. Kalpana Unadkat is appointed as an Additional Director (Independent) with effect from 27th March, 2015. As per the provisions of the Companies Act 2013, Ms. Kalpana Unadkat holds office till the ensuing Annual General Meeting and being eligible, offers herself for appointment as Director. The Board recommends her appointment. The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors. None of the independent directors will retire at the ensuing Annual General Meeting.

Mr. Anil Kumar Poddar, a Director was duly appointed under the Companies Act, 1956 as Director liable to retire by rotation. In the opinion of the Board, he fulfills the conditions for his appointment as an Independent Director as specified in the Companies Act, 2013, rules and the Listing Agreement. The Company has received declaration from him that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement.

In order to give effect to the aforesaid provisions of the Act, it is proposed that Mr. Anil Kumar Poddar be appointed as an Independent Directors under Section 149 of the Companies Act, 2013 read with the amended clause 49 of the Listing Agreement, to hold office for a term upto 31st March, 2019.

Notice pursuant to Section 160 of the Act have been received from the respective appointee Directors proposing their appointment/re-appointment and have been included as an item for each director in the notice convening the ensuing Annual General Meeting. Except the above, no other Director or Key Managerial Person had been appointed, resigned or retired during the year.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provision of Section 134 of the Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material transactions;

b) We have 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 and of the loss of the Company for that period;

c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) We have prepared the annual accounts on a "going concern" basis.

e) We have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. BOARD INDEPENDENCE

The following Non-Executive Directors are Independent Directors in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:

1. Mr. Narayan T. Atal

2. Mr. Ashok Kumar Jain

3. Mr. Anil Kumar Poddar

4. Ms. Kalpana Unadkat

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

12. BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non–executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

A separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

The Board approved the evaluation results as collated by the nomination and remuneration committee.

13. FAMILIARIZATION PROGRAMMES

Independent Directors, on their appointment, are issued a Letter of Appointment setting out in details the terms of appointment, duties, responsibilities and expected time commitments. Also organize the interactive sessions with the member of Senior Management of the Company. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company are put up on the website of the Company. Weblink for the same is http://www.elpro.co.in/Investor-relations.php

14. BOARD COMMITTEES

During the year, in accordance with the Companies Act, 2013 & Clause 49 of Listing Agreement, the Board re- constituted some of its Committees. There are currently following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. CSR Committee

Details of all the Committees along with their charters, composition and meetings held during the year are provided in the "Corporate Governance Report", a part of this Annual Report.

15. MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

16. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are appended as "Annexure – II" to the Directors' Report.

None of the employees of the Company employed throughout the year were in receipt of remuneration in excess of the limits set out in the said rules.

17. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consists of 7 members, two of whom are executive, one is non-executive promoter director and four are independent directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board on the recommendation of the Nomination and Remuneration Committee is attached herewith as 'Annexure III'. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

18. FIXED DEPOSITS / PUBLIC DEPOSITS

The Company has not accepted any fixed deposits or public deposits covered under chapter V of the Companies Act, 2013.

19. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

20. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

21. AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS

At the Annual General Meeting held on September 29, 2014, M/s. Todarwal & Todarwal, Chartered Accountants ((ICAI Firm Registration No. 111009W), were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Todarwal & Todarwal, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

There are no qualifications or reservation made by M/s. Todarwal & Todarwal, Statutory Auditors, in their report for the financial year 2014-15.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and Rules thereunder, the Secretarial Audit for the financial year 2014-15 was conducted by M/s. Jayshree A. Lalpuria & Co., Practising Company Secretary and their Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure IV" to this Report.

There are no qualifications or reservation made by M/s. Jayshree A. Lalpuria & Co., Secretarial Auditors, in their report for the financial year 2014-15.

INTERNAL AUDITOR

The Company has appointed Internal Auditor. The scope and authority of the Internal Auditor is as per the terms of reference approved by the Audit Committee. To maintain its objectivity and independence, the Internal Audit reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems accounting procedures and policies of the Company.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. issued by the regulatory bodies.

22. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of investments made, loans given and guarantees given are provided in the standalone financial statement. The purpose the loan given is as per JDA Agreement with Subsidiary Company, guarantee is given to the Public Charitable Trust and investments made by the Company are on long term basis. There are no securities provided by the Company. (Please refer to Note 13, 14 and 2(q) to the standalone financial statement).

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF COMPANIES ACT, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of Companies Act, 2013, as prescribed in Form AOC – 2, is appended as "Annexure – V".

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link http://www.elpro.co.in/Investor-relations.php

24. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

The equity shares of the Company of face value of Rs. 10/- (Rupees Ten only) each, have been sub-divided into 5 (Five) Equity Shares of Rs. 2/- (Rupees Two Only) each through Postal Ballot vide notice dated 30th March, 2015, the results of which were declared on 15th May, 2015 and subsequently the Clause V of the Memorandum of Association had been altered to give effect to the aforesaid sub-division.

At the meeting held on 28th May, 2015, the Board of Directors recommended issue of equity bonus share in the ratio of 2:1 subject to the approval of shareholders. It is proposed to increase Authorised Share Capital of the Company from Rs. 10,00,00,000/- (Rupees Ten Crores Only) to Rs. 20,00,00,000/- (Rupees Twenty Crores Only) by creation and addition of 5,00,00,000 (Five Crores) Equity Shares of Rs. 2/- (Rupees Two Only) each and subsequently alter the Clause V of the Memorandum of Association of the Company, through Postal Ballot, vide notice dated 20th July, 2015, the result for which shall be declared on 27th August, 2015. There is no other occurrence of material change and commitment made between the end of the financial year and date of this report which has affected the financial position of the company.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism / whistle blower policy for Directors and employees to report their genuine concerns. The whistle blower policy is also uploaded on company's website.

26. RISK MANAGEMENT FRAMEWORK

The company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. The Company has also formulated a Risk Management policy.

27. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as "Annexure – VI" to the Board's report.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION: a) Conservation of Energy

i) Steps taken for energy conservation, inter alia, include the following:

- Improvement in energy efficiency by replacement of CFL to LED lights in offices

- Operational control of HVAC system (air conditioning) in winding premises

- Compressed air pressure reduction in non-use time

- Closing of unwanted opening from air conditioned premises reducing cooling loss

- Access control on air conditioning. Installation of remote control switch in office optimising operating temperature

ii) Steps taken by the Company for utilizing alternate sources of energy:

- Electric water heater being replaced with solar water heater

- Open the blinds/curtains in offices to use natural lights iii) Capital investment on energy conservation equipments:

- Proposal for Solar Energy generation by installation of fixed tilt Solar rooftop Photovoltaic System is being under consideration.

b) Technology Absorption:

Not Applicable.

c) Expenditure incurred on Research and Development: NIL

29. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning and outgo in foreign exchange during the year under review were Rs. 204.18 lacs and Rs. 86.09 Lacs as against Rs. 97.12 lacs and Rs. 19.04 lacs respectively in the previous year.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

31. SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to creating a healthy working environment that enables employee to work without fear of prejudice, gender bias and sexual harassment. A policy on Anti Sexual Harassment of employees at workplace or other places involving employees of the Company has been adopted during the financial year 2014-15. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

During the financial year 2014-15 there were no cases reported under Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility and Governance Committee (CSR&G Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website. The contents of the policy along with the annexure specified in Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith as 'Annexure VII'.

33. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

34. MANAGEMENT DISCUSSION AND ANALYSIS:

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

35. INDUSTRIAL RELATIONS:

Employee relations were by and large satisfactory. No man days were lost due to strikes and lock out and the like.

36. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation for the assistance and support extended by Customers, Employees, Banks, Governments, Vendors, Shareholders and others associated with the activities of the Company and look forward to their continued support.

For and on behalf of the Board of Directors Elpro International Limited

Sd/-

Place : Mumbai Ram Swarup Dabriwala

Date : August 12, 2015 Chairman & Managing Director


Mar 31, 2014

Dear Shareholders,

The Directors present the 51st Annual Report along with the audited Balance-Sheet and Statement of Profit and Loss for the year ended March 31, 2014.

1. Financial Results:

Particulars (Rs. in Lacs)

Year ended Year ended March 31, 2014 March 31, 2013

Gross sales & services 2886.71 3451.50

Other Income 38.55 51.18

Profit / (Loss) Before Tax and Exceptional Items (390.56) 368.71

Provision for Taxation - -

MAT Credit - -

Provision for Deferred Tax - -

Exceptional Items (8.13) 299.99

Profit/(Loss) After Tax (398.70) 668.70

Profit brought forward from previous year 716.04 47.34

Profit available for appropriation - -

Dividend-Proposed - -

Dividend tax on proposed dividend - -

Transfer to General reserve - -

Balance carried to Balance Sheet 317.34 716.04

2. Operations:

The Company''s revenue during the year stood at Rs. 2886.71 lacs as compared to previous year of Rs. 3451.50, there is decrease in the revenue by Rs. 564.79 lacs on account of decrease in revenue from real estate sector as the demand in the real estate sector was sluggish through out FY 2013-2014. The Company''s focus is to reduce further the interest cost in near future.

3. Dividend:

Due to loss during the year under review, your Directors do not recommended any dividend.

4. Subsidiary & Consolidated Financial Statement:

The accounts, report of the directors, auditors report and other statement(s) as set out in section 212 of the Companies Act, 1956, in respect of the Company''s subsidiary namely Elpro Estates Limited are not attached pursuant to the general exemption granted by the Central Government pursuant to general circular No. 2/2011 dated February, 2011. The particulars of performance of the subsidiary for and its financial positions as on March 31, 2014 is given in consolidated Balance Sheet as required in terms of the said general exemption. The members are informed that annual accounts of the said subsidiary and the related detailed information will be made available on request. The accounts of the said subsidiary are also open for inspection by the members at the registered office of the Company

5. Directors:

In accordance with Articles of Association of the Company, Mr. Surbhit Dabriwala retire by rotation as Directors at the ensuing Annual General Meeting and are eligible for re-appointment.

6. Auditors:

The Auditors M/s. Todarwal & Todarwal, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee of the Board recommends the re-appointment of M/s. Todarwal & Todarwal, as auditors for a further period of Five years subject to ratification by members at every Annual General Meeting.

7. Particulars of Employees:

None of the employees of the Company employed throughout the year were in receipt of remuneration of Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month.

8. Conservation of Energy, Technology Absorption:

a) Conservation of Energy

During the year under review, the energy consumption was 631615 (including 6811 KWH own generation through DG) KWH in units as against 467325 (including 5816 own generation through DG) KWH in the previous year. Steps taken for energy conservation, inter alia, include the following:

Maintaining the power factor to unity in spite of variable load.

b) Technology Absorption:

Not Applicable.

9. Foreign Exchange Earnings and Outgo:

Earning and outgo in foreign exchange during the year under review were Rs. 157 lacs and Rs. 19.04 Lacs as against Rs. 161.06 lacs and Rs. 13.06 lacs respectively in the previous year.

10. Directors Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material transactions;

b) we have 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 and of the profit or loss of the Company for that period;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

11. Corporate Governance:

In terms of Clause 49 of the Listing agreement, a separate report on Corporate Governance along with the auditors'' statement thereon is attached elsewhere in the Annual Report.

12. Management Discussion and Analysis:

The Annual Report also contains a separate section on the Management Discussion and Analysis, which is a part of the Director''s Report.

13. Industrial relations:

Employee relations were by and large satisfactory. No man days were lost due to strikes and lock out and the like.

14. Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the assistance and support extended by Customers, Employees, Banks, Governments, Vendors, Shareholders and others associated with the activities of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Place: Mumbai Ram Swarup Dabriwala Date : 28 May 2014 Chairman & Managing Director


Mar 31, 2013

Dear Shareholders,

The Directors present the so"1 Annual Report together with the audited balance-sheet and the profit and loss account for the year ended March 31,2013.

1. Financial Results

Particulars Qt in Lacs)

Year ended Year ended

31.03.2013 31.03,2012

Gross sales & services 3451 3189

Other Income 51 76

Profit / (Loss) Before Tax and Exceptional Items 369 (318)

Provision for Taxation -- --

MAT Credit -- --

Provision for Deferred Tax -- --

Exceptional Items ... 299 (115)

Profit loss) After Tax 668 (203)

Profit brought forward from previous year 48 251

Profit available for appropriation -- --

Dividend-Proposed -- --

Dividend tax on proposed dividend -- --

Transfer to General reserve -- --

Balance carried to Balance Sheet 716 48



2. Operations:

The Company revenue during the year stood at Rs. 3451 Lacs, there is increase in revenue by 8% on account of better performance in company''s real estate sales and services in the excess space which company possess in Chinchwadgaon, Pune which compensated for the tepid outlook for the electrical equipment manufacturing business which is your company''s core activity. During the year company has been able to achieve positive bottom line as compared to loss in the previous year on account of decrease in interest cost. The company''s focus is to reduce further the interest cost in near future

3. Dividend:

Due to insufficient general reserve during the year under review, your directors do not recommended any dividend.

4. Subsidiary & Consolidated Financial Statement:

The accounts,- report of the directors and-auditors and other statemerrt(s) as set out in section 212 of the Companies Act, 1956, in respect of the company''s subsidiary namely Bpro Estates Limited (Formerly known as Trump Properties Limited) are not attached pursuant to the general exemption granted by the Central Government pursuant to general circular No. 2/2011 dated February, 2011.The particulars of performance of the subsidiary for and its financial positions as on March 31,2013 is given in consolidated Balance Sheet as required in terms of the said general exemption. The members are informed that annual accounts of the said subsidiary and the related detailed information will be made available on request. The accounts of the said subsidiary are also open for inspection by the members at the registered office of the company.

5. Directors:

In accordance with Articles of Association of the Company, Mr. Surbhit Dabriwala, Mr. Narayan T Atal, Mr. Anil Kumar Poddar & Mr. Ashok Jain retire by rotation as Directors at the ensuing Annual General Meeting and are eligible for re-appointment.

6. Auditors

- The auditors M/s. Todarwal & Todarwal, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee of the Board recommends the re-appointment of M/s. Todarwal & Todarwal, as auditors for a further period of one year.

7. Personnel:

None of the employees of the Company employed throughout the year were In receipt of remuneration of Rs.24,00,000/- or more per annum or employed for part of the year were in receipt of RS.2,00,000/- or more . per month.

8. Conservation of Energy, Technology Absorption:

a) Conservation of Energy

During the year under review, the energy consumption was 467325 (including 5816 own generation through DG) KWH in units as against 545569 (including 10423 own generation through DG) KWH in the previous year. Steps taken for energy conservation, inter alia, include the following: Maintaining the power factor to unity in spite of variable load.

b) Technology Absorption: Not Applicable.

9. Foreign Exchange Earnings arid Outgo:

Earning and outgo in foreign exchange during the year under review were Rs. 161.06 Lacs and Rs. 13.06 Lacs as against f 149.565 Lacs and f 33.19 Lacs respectively iri''the previous year.

10. SHARE CAPITAL

The Board, post shareholders'' and other regulatory approval, has allotted 40,00,000 {forty lakhs in number) 12% cumulative redeemable preference shares of face value of Rs. 10 each at a premium of Rs. 190/- per share, redeemable within 15 years. The said preference shares allotted to promoter group entities by way of preferential allotment.

11. Directors Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

a) in the preparation of the annual accounts, Hie applicable accounting standards had been followed along with proper explanation relating to material transactions;

b) we have 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 and of the profit or loss of the Company for that period;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance w|th the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

12. Code of Corporate Governance:

In terms of clause 49 of the Listing agreement with Stock Exchanges, a separate report on Corporate Governance along with the auditors1 statement thereon is attached hereto.

13. Management Discussion and Analysis:

Tlie Annua! Report also contains a separate section on the" Management Discussion and Analysis, which is a part of the Director''s Report.

14. Industrial relations:

Employee relations were by and large satisfactory. No man days were lost due to strike, lock out etc.

15. Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the assistance and support extended by Customers, Employees, Banks, Governments, Vendors, Shareholders and others associated with the j activities of the Company and look forward to their continued support.



For and On behalf of the Board of Directors

Place: Mumbai R. S. Dabriwala

Dated: 30 May 2013 Chairman


Mar 31, 2011

The Directors present the 48th Annual Report together with the audited balance-sheet and profit and loss account for the year ended March 31, 2011.

1. Financial Results

Particulars (Rs. in Lacs)

Year ended Year ended

31.03.2011 31.03.2010

Gross sales & services 3,506 2,923

Other Income 763 74

Profit / (Loss) Before Tax and

Exceptional Items 730 (862)

Provision for Taxation 6 64

MAT Credit 6 -

Provision for Deferred Tax - -

Exceptional Items (200) -

Profit/(Loss) After Tax 530 (926)

Profit brought forward from

previous year (279) (1,653)

Profit available for appropriation 251 (2,579)

Dividend-Proposed - -

Dividend tax on proposed dividend - -

Transfer to General reserve - -

Balance carried to Balance Sheet 251 (2,579)

2. Operations:

The top-line during the year stood at Rs.3506 Lacs, there is an increase of 20% compared to previous year. The increase in top line was on account of recognition of revenue from real estate activities and other income.

3. Dividend:

Due to accumulated losses in past years, your Directors do not recommended any dividend.

4. Subsidiary & Consolidated Financial Statement:

The Consolidated Financial Statement and report thereon prepared with subsidiary Elpro Estates Limited and associates Dabri Properties and Trading Company Limited forms part of the Financial Statement.

5. Directors:

In accordance with Articles of Association of the Company, Mr. R.K.Dabriwala, Mr. Narayan T Atal Mr. Ashok Jain. Surbhit Dabriwala and Anil Poddar retire by rotation as Directors at the ensuing Annual General Meeting and are eligible for re-appointment.

6. Auditors:

The auditors M/s. Todarwal & Todarwal, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee of the Board recommends the re-appointment of M/s. Todarwal & Todarwal, as auditors for a further period of one year.

7. Personnel:

None of the employees of the Company employed throughout the year were in receipt of remuneration of Rs. 24,00,000/- or more per annum or employed for part of the year were in receipt of RS. 2,00,000/- or more per month.

8. Conservation of Energy, Technology Absorption:

a) Conservation of Energy

During the year under review, the energy consumption was 537055 (including 5733 own generation through DG) KWH in units as against 93934 (including 7810 own generation through DG) KWH in the previous year. Steps taken for energy conservation, inter alia, include the following:

Maintaining the power factor to unity in spite of variable load.

b) Technology Absorption:

Not Applicable.

9. Foreign Exchange Earnings and Outgo:

Earning and outgo in foreign exchange during the year under review were Rs.186.65 lacs and Rs. 52.27 Lacs as against Rs. 154.94 Lacs and Rs. 34.90 Lacs respectively in the previous year.

10. Directors Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) we have 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 and of the profit or loss of the Company for that period;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

11. Code of Corporate Governance:

In terms of clause 49 of the Listing agreement with Stock Exchanges, a separate report on Corporate Governance along with the auditors statement thereon is attached hereto.

12. Management Discussion and Analysis:

The Annual Report also contains a separate section on the Management Discussion and Analysis, which is a part of the Directors Report.

13. Industrial relations:

Employee relations were by and large satisfactory. No man days were lost due to strike, lock out etc.

14. Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the assistance and support extended by Customers, Employees, Banks, Governments, Vendors, Shareholders and others associated with the activities of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

R.K.Dabriwala

Chairman

Place : Kolkata

Date : 30th May, 2011


Mar 31, 2010

The Directors present the 47th Annual Report together with the audited balance-sheet and profit and loss account for the year ended March 31, 2010.

1. Financial Results

Particulars (Rs. in Lacs)

Year ended Year ended

31.03.2010 31.03.2009

Gross sales & services 2923 1303

Other Income 74 68

Profit / (Loss) Before Tax

and Exceptional Items (862) (1469)

Provision for Taxation 64 -

MAT Credit - 4

Provision for Deferred Tax - -

Fringe Benefit Tax

Exceptional Items - 3

Reversal of provision for diminution in value of investments - (1192)

Provision for diminution in

value of investments -

Prof it/(Loss) After Tax (926) (284)

Profit brought forward from previous year (1653) (1369) Profit available for appropriation (2579) (1653)

Dividend-Proposed - -

Dividend tax on proposed dividend - -

Transfer to General reserve - -

, Balance carried to Balance Sheet (2579) (1654)

2. Operations:

The top-line during the year stood at Rs.2923 Lacs which is more than double as compared to Rs.1303 Lacs in the previous year The increase in top line was on account of recognition of revenue from real estate activities from March Quarter this year.

3. Dividend:

Due to loss in current year, your Directors have not recommended any dividend.

4. Subsidiary & Consolidated Financial Statement:

The Consolidated Financial Statement and report thereon prepared with subsidiary Elpro Estates Limited and associates Dabri Properties and Trading Company Limited forms part of the Financial Statement.

5. Directors:

In accordance with Articles of Association of the Company, Mr. Surbhit Dabriwala, Mr. Anil Poddar, Mr. Sharat Anand & Mr. R.K.Choudhury. retire by rotation as Directors at the ensuing Annual General Meeting and are eligible for re-appointment.

6. Auditors:

M/s. Price Waterhouse, Chartered Accountants, retiring auditors have communicated their unwillingness to seek reappointment, And as recommended by the Audit Committee of the company in their meeting, M/s Todarwal & Todarwal, Chartered Accountants is proposed to be appointed as the Statutory Auditors of the company

7. Personnel:

None of the employees of the Company employed throughout the year were in receipt of remuneration of Rs.24,00,000/- or more per annum or employed for part of the year were in receipt of RS.2,00,000/- or more per month.

8. Conservation of Energy, Technology Absorption:

a) Conservation of Energy

During the year under review, the energy consumption was 93934 (including 7810 own generation through DG) KWH in units as against 422160 (including 14112 own generation through DG) KWH in the previous year. Steps taken for energy conservation, inter alia, include the following:

Maintaining the power factor to unity in spite of variable load.

b) Technology Absorption: Not Applicable.

9. Foreign Exchange Earnings and Outgo:

- Earning and outgo in foreign exchange during the year under review were Rs.154.94Lacs and Rs.34.90 Lacs as against Rs.266.09 Lacs and Rs.4.39 Lacs respectively in the previous year.

10. Directors Responsibility Statement:

As required under Section 217(2AA) of the Companies Act, 1956, it is hereby stated that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) we have 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 and of the profit or loss of the Company for that period;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

11. Code of Corporate Governance:

In terms of clause 49 of the Listing agreement with Stock Exchanges, a separate report on Corporate Governance along with the auditors statement thereon is attached hereto.

12. Management Discussion and Analysis:

The Annual Report also contains a separate section on the Management Discussion and Analysis, which is a part of the Directors Report.

13. Industrial relations:

Employee relations were by and large satisfactory. No man days were lost due to strike, lock out etc.

14. Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the assistance and support extended by Customers, Employees, Banks, Governments, Vendors, Shareholders and others associated with the activities of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Place: Mumbai R. K. Dabriwala

Date : 28th August, 2010 Chairman





 
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