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Directors Report of Empower India Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty Third Annual Report and the Company's Audited Financial Statement for the financial year ended March 31, 2015.

1. Financial Results: (Amt. in Rs.)

Particulars FY 2014-15 FY 2013-14

Sales (Excluding Excise Duty) (a) 107,22,48,948 86,57,08,604

Other Operating Revenue (b) 17,05,061 15,85,878

Other Revenue (c ) 42,62,340 40,36,022

Total Revenue (a b c) 107,82,16,349 87,13,30,504

Profit before Exceptional Items and Tax (18,51,359) 9 84 023

Exceptional Items 0 (49,55,69,426)

Profit Before Tax (18,51,359) (49,45,85,403)

Current Year Tax 440 294 0

Deferred Tax (38,39,792) 10,45,069

Profit After Tax 15,48,139 (49,35,40,334)

Profit for the Year 15,48,139 (49,35,40,334)

Balance brought forward (55,30,26,834) (5,94,86,500)

Balance carried forward (55,14,78,695) (55,30,26,834)

2. Operations:

Your Company earned majority of its revenue from resaleof IT products and peripherals. It also earned marginal revenues from Human Resource Services. Your Company saw a healthy growth in revenue, however, the escalation in costs have impacted the profitability. The management is hopeful that the new initiatives taken by the Company shall benefit the Company.

3. Dividend:

The current lines of business present tremendous opportunity for growth and would need sufficient long term investment. The management, considering the business requirements, has not recommended any dividend for the current financial year.

4. Unpaid/Unclaimed Dividend:

Pursuant to section 124 of the Companies Act, 2013, unpaid/unclaimed dividend for the years 2008 and 2010 is transferred to unpaid dividend account. Members who have not encashed their dividend warrants should approach the Company/its Registrar for obtaining payments thereof at the earliest.

5. Share Capital:

As on March 31, 2015 the Authorised Share Capital of the Company was Rs. 125,00,00,000/- (Rupees One Hundred and Twenty Five Crores only) whereas the paid up Capital was Rs. 116,37,98,560/- (Rupees One Hundred and Sixteen Crores Thirty Seven Lakhs Ninety Eight Thousand five hundred and Sixty only) divided into 116,37,98,560 shares of Re. 1/- fully paid up. During the year under review, Company has not issued any shares or securities convertible into equity shares.

6. Directors:

Mr. Mangesh Gurav will be retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. It is proposed to pay remuneration to Mr. Vinod Shinde to be an amount not exceeding Rs.2,00,000/- per annum,as may be determined by the Board and change the designation of Mr. Kiran Thakore from Independent Director to Executive Director. Further, it is proposed to appoint Mr. Sameer Vishnu Padekarand Mr. Paresh Ramesh Gharatas Independent Directors of the Company for a period of 5 years.

7. Declaration by Independent Directors:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and Listing Agreement entered into by the Company with the Stock Exchange.

8. Directors Responsibility Statement:

Your Directors State that:

a In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under schedule III of the Act, have been followed and there are no material departures from the same;

b The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

d The Directors have prepared the annual accounts on a 'going concern basis';

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

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

9. Corporate Governance:

The company is committed to maintain the highest standards of corporate governance to ensure transparency and efficiency in conducting its business. The report on corporate Governance as stipulated in clause 49 of the listing agreement forms an integral part of this annual 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.

10. Deposits:

The Company has neither accepted nor renewed any deposits during the year under review.

11. Disclosures under section 134(3) (1) of the Companies Act, 2013:

No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report.

12. Management Discussion and Analysis Report:

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

13. Transfer to Reserves:

Your Company has not transferred any amount to Reserves in the year under review.

14. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as "Annexure-I" and it forms part of this report.

15. Corporate Social Responsibility (CSR):

The conditions prescribed in the section 135 of the Companies Act, 2013, requiring a Company to constitute a Corporate Social Responsibility Committee is not applicable to the Company. The Board of Directors periodically reviews the applicability of CSR rules to the Company.

16. Extract of Annual Return:

Pursuant to the Section 92(3) of the Companies Act, 2013 extract of the Annual Return is annexed to this report as "Annexure - II".

17. Auditors:

a. Statutory Auditors:

M/s Verma Mehta and Associates, Chartered Accountants, (FRN: 112118WC) were appointed as statutory auditors of the Company in the Thirty Second Annual General Meeting held on 30th September, 2014, to hold office for the term of three consecutive years, from conclusion of Thirty Second Annual General Meeting till the conclusion of Thirty Fifth Annual General Meeting.

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 Verma Mehta and Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. The Auditors' Report for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks.

b. Secretarial Auditor:

The Board had appointed M/s. Mayank Arora & Co., Company Secretaries in Wholetime Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The report of the Secretarial Auditor is annexed to this report as "Annexure-III". The Secretarial Auditor's for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks.

18. Related Party Contracts and Arrangements:

All related party transactions done by the company during the financial year were at arm's length price and in the ordinary course of business. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for their necessary review and approval. During the financial year your Company has not entered into any material transaction (as per Clause 49 of the Listing Agreement) with any of its related parties which may have potential conflict with the interest of the Company at large. Disclosures pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements. To identify and monitor significant related party transactions Company has also framed a policy on the related party transactions. The policy on dealing with Related Party Transactions has been uploaded on the company's website at the link http://www.empowerindia.in/investor.html

The particulars of Related Party Transactions have been enclosed and marked as "Annexure-IV".

19. Subsidiaries, Associates and Joint Ventures:

Details and report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as on March 31, 2015as per the Companies Act, 2013 is provided in "Annexure-V".

20. Risk Management:

The Board of Directors of your Company has constituted a Risk Management Committee. Further the Board of Directors, on recommendation of the Risk Management Committee framed and adopted Risk Management Policy of the Company. The said policy has been uploaded on the Company's website at the link http://www.empowerindia.in/investor.html .The broad terms of reference of the Committee are stated in the Corporate Governance Report.

21. Internal Financial Control:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

22. Vigil Mechanism/Whistle Blower Policy:

Your Company has an effective Vigil Mechanism System which is embedded in its Code of Conduct. The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your Company's standard for appropriate behavior and living Corporate Values. The Code of Conduct applies to all employees, including Directors and Officers of the Company. Even your Company vendors and suppliers are also subject to these requirements as adherence to the Code is a prerequisite for conducting business with your Company.

23. Board Meeting:

5(Five) meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance.

24. Audit Committee:

The Audit Committee comprises of 3 (three) Directors, namely Mr. Nikhil Pednekar (Chairman), Mr. Rajgopalan Iyengar and Mr. Kiran Thakore. All the recommendations made by the Audit Committee were accepted by the Board.

25. Nomination & Remuneration Committee & Policy:

The Company strives to maintain an appropriate combination of executive, non-executive and independent directors subject to a minimum of 3 (three) and maximum of 15 (fifteen) Directors, including at least 1 (One) Woman Director.

The Nomination and Remuneration Committee leads the process for Board appointments in accordance with the requirements of the Companies Act, 2013, Listing agreement and other applicable regulations or guidelines. All the Board appointments are based on meritocracy.

The potential candidates for the appointment to the Board are inter-alia evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character; appreciation of the Company's vision, mission, values; prominence in business, institutions or professions; professional skill, knowledge and expertise; financial literacy and such other competencies and skills as may be considered necessary.

In addition to the above, the candidature of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated under the Companies Act, 2013, Listing Agreement and other applicable regulations or guidelines. In case of re-appointment of independent directors, the Board shall take into consideration the results of the performance evaluation of the Directors and their engagement level.

During the year under review, the Board of Directors of the Company has adopted a Remuneration Policy for Directors, KMPs and other employees. The policy represents the overarching approach of the Company to the remuneration of Director, KMPs and other employees. The copy of the policy is attached as "Annexure- VI" to this report.

26. Board Evaluation:

A formal evaluation of the performance of the Board, it's Committees, the Chairman and the individual Directors was carried out for the year 2014-15. Led by the Nomination & Remuneration Committee, the evaluation was done using individual questionnaires covering amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process, the performance of non-independent Directors, the Chairman and the Board was done by the independent Directors. The performance evaluation of the respective Committees and that of independent and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

27. Significant and Material orders passed by the Regulators or Courts:

There are no significant material orders passed by any Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

28. Particulars of Loans, Guarantees or Investments:

Pursuant section 134(3) (g) of the Companies Act, 2015 details particulars of loans, guarantees and investments made by the company as per section 186 of the Companies Act, 2013 are given in notes to the financial statements.

29. Disclosure under section 197(12) of the Companies Act, 2013 and other Disclosures as per rule 5 of the Companies (Appointment & Remuneration) Rules, 2014:

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

However, disclosures pertaining to remuneration and other details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to the report as "Annexure VII".

30. Industrial Relations:

The relations in the Company continued to be healthy, cordial and progressive.

Your company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination and to boost their confidence, morale and performance. Your company also has a policy of Sexual Harassment which is reviewed by the Internal Committee at regular intervals.

31. Acknowledgements:

Your Directors would like to express their sincere appreciation for the assistance and co- operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For Empower India Limited

Sd/- Vinod Shinde Chairman & CEO Mumbai, September 2, 2015. (DIN: 02585889)


Mar 31, 2014

The Members,

The directors are pleased to present before you the THIRTY SECOND ANNUAL REPORT together with Audited Annual Accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL PERFORMANCE:

The operational performance of the company has been encouraging as compared to the previous financial year.

The top line of the Company has reduced to Rs. 87,13,30,504/- from Rs. 124,87,82,207/- a year ago.

However, the EBITA has seen tremendous growth. Your Company has made an operating profit of Rs. 984023/- as compared to a loss of Rs. 13790515.

Your company had to book losses Amt. (in Rs.) Particulars 31.03.2014 31.03.2013

Sales and other income (net) 871330504 1248782207

Profit/(Loss) before Finance 6751866 (4248162)

cost & Depreciation Finance cost 10437 5520

Depreciation 5757406 9536833

Profit/(Loss) before Exceptional 984023 (13790515)

Items and Tax Exceptional Items (Loss on sale (495569426) (53389705) of shares)

Profit/(Loss) before tax (494585403) (67180220)

Provision for Tax

-Current - -

-Deferred (1045069) 1474492

Profit/(Loss) after Tax (493540334) (68654712)

in its investments in shares which has affected the overall profitability but the management is very hopeful of better days to come in the future. Your Company shall make every effort to turn profitable in the next financial year.

TRANSFER TO RESERVES:

During the year, the company has not transferred any amount to reserves.

DIVIDEND:

The overall performance of your Company has been satisfactory. The Company sees tremendous growth prospects and to capitalize on the opportunities the management has not recommended any dividend for the current financial year.

UNPAID /UNCLAIMED DIVIDEND:

Pursuant to section 205A of the Companies Act, 1956, unpaid/unclaimed dividend for the below

mentioned dividends is transferred to Unpaid dividend account.

Members who have not encashed their dividend warrants may approach the Company/its Registrar, for obtaining payments thereof at the earliest.

Year Type of Dividend Dividend per share

2008 Final Dividend 0.05

2010 Interim Dividend 0.03

DIRECTORS:

1. In terms of the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vinod Shinde Director of the Company, will retire by rotation at ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

Your Directors recommend his re-appointment.

2. In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors seek appointment of Mr. Kiran Thakore , Mr. Nikhil Pednekar & Miss. Kaveeta Aanand as an Independent Directors for a term of 5 (five) consecutive years up to the conclusion of the 37th Annual General Meeting.

PARTICULARS OF EMPLOYEES:

Your directors particularly acknowledge the selfless untiring efforts, whole-hearted support and co- operation of the employees at all levels. Our relations continue to be cordial.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the Company as none of the employee of the Company was paid remuneration of Rs. 60 lacs per annum or Rs. 5 lacs per month.

APPOINTMENT OF STATUTORY AUDITOR:

The Statutory Auditors, M/s Verma Mehta & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re- appointed. Their re-appointment as the Statutory Auditors for the Financial Year 2014-15, form part of the Notice of the said Annual General Meeting and the Resolution is recommended for your approval.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance and a Certificate from the Auditors on the Corporate Governance requirements as stipulated in clause 49 of the Listing Agreement entered in to with the Stock Exchange, form part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement, a detailed review by the management of the operations, performance and future outlook of the Company and its business is presented in a separate section- Management Discussion and Analysis-forming part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

- In the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable accounting standards have been followed;

- Appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made at reasonable and prudent so as to give a true and fair view of the affairs of the Company as at March 31, 2014 and of the loss of the Company for the year ended on that date;

- Proper and sufficient care has been taken 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;

- The Annual Accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(i) Conservation of Energy:

The Company utilizes electricity for operation of computers and initiates all efforts to minimize the consumption. At all levels conservation of energy is stressed upon. Company also takes possible measures to reduce the consumption by deploying automation.

(ii) Technology absorption:

Every Business or Industry is subject to technological obsolescence. The Company is continuing its efforts to explore new technologies and products with an eye to expand the levels of automation in the industries its customers operate.

(iii) Foreign Exchange Earnings and Outgo:

Particulars 2013-14 2012-13

Foreign Exchange Earnings Nil Nil

Foreign Exchange Outgo Nil Nil

ACKNOWLEDGEMENTS:

Your Directors hereby put on record their sincere gratitude towards the continued assistance and co- operation extended to the Company by its Customers, Suppliers, Stakeholders, Banks, Financial Institutions and various Government Authorities towards the growth of the Company.

Your Directors also place on record their deep sense of appreciation for the dedicated services rendered by the employees of the Company.

By Order of the Board For Empower India Limited

Sd/- Date: September 03, 2014. Rajgopalan Iyengar Place: Mumbai. Chairman


Mar 31, 2012

The Directors have a pleasure in presenting their Annual Report and Accounts for the year ended March 31, 2012.

SNAPSHOT OF FINANCIAL RESULTS

A snapshot of the financial performance of the Company for the financial year 2011-2012 is as under:

(Amount in Rupees.)

Particulars For the year ended For the year ended 31st March 2012 31st March 2011

Total Income 1,52,41,27,443 1,60,60,68,737

Total Expenditure 1,52,36,06,316 1,59,23,15,187

Profit/ (Loss) before tax 5,21,126 1,37,53,550

Less: Provision for Taxation 12,18,589 57,33,792

Profit/ (Loss) after tax (6,97,463) 80,19,758

YEAR IN RETROSPECT

The year 2011- 12 witnessed challenges for the Company on all the major fronts. While the Company could achieve success in reducing its total expenditure by about 4.32%, it was not in a position to overcome the pressure on its margins on account of a fall in the revenues earned by it.

However as it is always said that every bad situation, when introspected with the right perspective can lead to numerous realizations for any organization, the same can be said to be true for your Company as well. We are in the process of reviewing the operations on all the fronts and are confident that this introspection will lead to better operational efficiency for the Company.

Thus longer-term, we remain confident that our business aspects would create opportunities for serving large markets, each with significant revenue opportunities thereby creating an increased shareholder value.

CHANGES IN CAPITAL STRUCTURE

As on 31st March, 2012, the Authorized and Paid-up capital of the Company, is Rs.125,00,00,000 and Rs.107,01,23,875 respectively.

There has not been any significant change in the Share Capital of the Company during the year under consideration.

DIVIDEND

After taking into consideration the financial Results of the Company for the Financial year 2011- 2012, and with an intention to build up the net worth for future expansion and growth plans, your directors are of the opinion, not to recommend any dividend for the year.

UNPAID/UNCLAIMED DIVIDEND

Pursuant to Section 205A of the Companies Act, 1956, the unpaid Dividend which is due for transfer to Investor Education and Protection Fund (IEPF) are as follows:

Year Type of Dividend Dividend per Share Record Date for Dividend

2007 Interim dividend 0.18 15th February, 2007

2008 Final dividend 0.05 27th September, 2008

2010 Interim dividend 0.03 28th September, 2010

Members who have not encashed their dividend warrants pertaining to the aforesaid years may approach the Company/its Registrar, for obtaining payments thereof atleast 20 days before they are due for transfer to the said fund.

DEPOSITORY SYSTEM

The shares of the Company are compulsorily tradable in electronic form.

As on March 31, 2012, 51.39% of the Company''s total paid-up Capital representing 54,99,61,633 shares are in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the Depositories.

SUBSIDIARIES

EMPOWER M.E. FZE was incorporated as a wholly owned subsidiary of EMPOWER in Ras Al Khaimah Free Trade Zone to facilitate our reach to international clients and expand the horizon for our offerings. Being situated at a strategically advantageous location giving access to markets in Gulf and North Africa, it was a step towards establishing Empower on the world map.

RAK FTZ was incorporated to focus on IT Services and Project management in UAE Market and Mr. Jilani Khaism Sheikh has been assigned to oversee its operations overseas.

RE-APPOINTMENT OF STATUTORY AUDITORS

M/s. Agarwal Desai & Shah, the present Statutory Auditors of the Company are due to retire at the forthcoming Annual General Meeting and being eligible have offered themselves for re- appointment.

Your Company has received a confirmation to the effect that their appointment if made would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956, and that they are note disqualified for re- appointment within the meaning of Section 226 of the Companies Act, 1956.

Thus the Board recommends the re- appointment of M/s. Agarwal Desai & Shah, Chartered Accountants as the Statutory Auditors of the Company for the tenure commencing from the conclusion of the forthcoming Annual General Meeting upto the conclusion of the next Annual General Meeting.

AUDITORS'' REPORT

The Auditors'' Report to the Shareholders does not contain any qualification.

DISCLOSURE OF PARTICULARS

- Conservation of Energy and Technology Absorption:

As per the Schedule mentioned under The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and in consonance to Section 217 of the Companies Act, 1956, the requirement of providing the disclosures for conservation of energy and technology absorption as mentioned under the said Section, is not applicable to the Company.

- Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange Earnings and Outgo, if any, are provided under the Audited Financial Statements.

Personnel:

The Board of Directors wishes to express its appreciation to all the employees for their outstanding contribution to the operations of the Company during the year.

During the year under review, no employee of the Company was entitled to the remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 and no other provision of the aforesaid section are applicable to the Company for the financial year under review.

OTHER DISCLOSURES

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchange, a Report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance is provided as an Annexure forming part of this Report.

CORPORATE GOVERNANCE VOLUNTARY GUIDELINES

By complying with the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement, the Company is complying with all the major clauses of the Corporate Governance norms.

We have reported under an Annexure to the Directors'' Report- Corporate Governance, the extent of our compliance of the Corporate Governance norms as applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

It is rightly said that, "we make a living by what we get, but we make a life by what we give." The joy of giving from selfless service leads us to a higher sense of purpose and fulfillment. Business conglomerates such as ours are in a far more privileged position to give. We are committed to building sustainable, empowered communities at the grass root level.

Empower encourages all its employees and other participants to ensure a positive impact and its commitment towards Corporate Social Responsibility.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

- That in the preparation of the annual accounts, all the applicable Accounting Standards have been followed and there has been no material departure;

- That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profits of the Company for the year ended on that date;

- That proper and sufficient care has been taken 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;

- That the annual accounts have been prepared on a going concern basis; and

- That the Company has adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

DIRECTORS

(A) Fresh Appointments on the Board of the Company

Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. Prakash Naik was appointed as an Additional Director of the Company by the Board of Directors at their meeting held on July 27, 2012.

In terms of the provisions of the said section, Mr. Prakash Naik would hold office till the date of the forthcoming Annual General Meeting of the Company. All the requisite notices proposing his candidature for appointment as Director of the Company has been received by the Company Accordingly; necessary resolution has been included in the notice calling Annual General Meeting, for his appointment as a Director of the Company

(B) Re-appointment of Directors

Section 255 and 256 of the Companies Act, 1956 read together with the Articles of Association of the Company provide that at least two- third of our Directors shall be subject to retirement by rotation out of which One- third must retire from the office of directorship at each Annual General Meeting of the shareholders.

Furthermore all the retiring directors are permitted to be re- appointed as the directors, provided they do not incur any disqualification and are willing to be re- appointed.

In terms with the aforesaid provisions, Mr. Mangesh Gurav, Mr. Jilani Khasim Sheikh and Mr. Vasudev Balani are liable to retire by Rotation at the forthcoming Annual General Meeting and are also eligible for re- appointment.

The Board requests you to accord your consent to the re- appointment of Mr. Mangesh Gurav. However, in connection with the re- appointment of Mr. Jilani Khasim Sheikh and Mr. Vasudev Balani, the Board wishes to inform you that they have expressed their unwillingness to be re- appointed at the forthcoming Annual General Meeting.

Thus the Board requests you to relieve them from all the duties and responsibilities of directorship and would like to place on record their gratitude for the valuable services performed by the aforesaid directors during their tenure of directorship.

(C) Cessation

Mr. Rajesh Sharma, Executive Director of the Company, resigned with effect from closure of business hours on July 27, 2012. The Board wishes to place on record their sincere appreciation for the contribution of Mr. Rajesh Sharma''s towards the growth of your Company.

FIXED DEPOSITS

During the period under review, your Company has not accepted or invited any deposits from the public.

DISCLOSURE OF MATERIAL CHANGES SINCE THE LAST FINANCIAL YEAR AND OTHER CORPORATE INFORMATION

Capital Evolution

Empower had in its Extra Ordinary General Meeting held on 16th November, 2010 passed a resolution for allotment of 30,00,00,000 Convertible Equity Warrants to the Allottees as mentioned in the notice to the meeting.

On receipt of 25% upfront money, the Company allotted 30,00,00,000 Convertible Equity Warrants to various allottees in their Board Meeting held on 3rd December, 2010.

The allotment of shares on conversion of the aforesaid warrants took place in three tranches on receipt of the balance consideration from the various allottees.

- 5,90,00,000 Convertible Equity Warrants were converted into Equity Shares of the Company in the Board Meeting held on 7th January, 2011;

- 13,69,81,000 Convertible Equity Warrants were converted into Equity Shares of the Company in the Board Meeting held on 2nd March, 2011; and,

- 9,36,74,685 Convertible Equity Warrants were converted into Equity Shares of the Company in the Board Meeting held on 22nd May, 2012.

As the tenure for exercising the Convertible Equity warrants stood elapsed on the 2nd June, 2012, the balance warrants aggregating to 103, 44,315 left to be converted were cancelled on the said date.

Consequent to the afore-said issue of shares, the paid- up share capital of the Company stood at Rs. 107,01,23,875 divided into 107,01,23,875 Equity Shares of Re. 1/- each

Entry into the Investment Sector

Empower''s Board had placed before its members in the last Annual General Meeting, its vision of capitalizing the opportunities as foreseen in the currently robust Securities Market that is expected to provide several attractive investment opportunities, and proposed to commence the business of Investment as stated in the Other Object Clause of the Memorandum of Association of the Company.

Empower being operating currently in the business of Hardware sales, Software package sales, approved the commencement and carrying out the aforementioned business, in the previous Annual General meeting of the Company held on 30 th September, 2011.

Again, the intention behind the deal was to unlock value for our shareholders and provide the business with the scale and size it needed to serve a larger base of Indians.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the Shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates.

Your Directors also recognize and appreciate the hard work and sincere efforts performed by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

By Order of the Board

For Empower India Limited

sd/-

Date: 30th August, 2012 Director

Place: Mumbai


Mar 31, 2009

The Directors have pleasure in presenting their TWENTY SEVENTH REPORT together with the audited Accounts of the Company for the financial year ended March 31, 2009.

FINANCIAL RESULTS

The financial results of the Company for the year under review are as under:

Financial year Financial year PARTICULARS ended ended 31.3.2009 31.3.2008

Income from Sales 6,760.25 7,367.43

Operating Expenditure 6,699.30 7293.23

Operating Profit 60.95 74.18

Profit before Depreciation & Taxes 60.95 74.18

Depreciation 47.18 56.22

Profit Before Tax (PBT) 13.76 17.96

Provision for Income tax 6.11 2.25

Deferred Tax 2.04 (3.31)

Net Profit for the year 5.62 19.03

Balance from previous year 340.60 324.53

Amount available for appropriation 346.22 343.53

Appropriation towards Dividend - 2.50

Tax on Dividend - 0.42

Balance carried to Balance Sheet 346.22 340.60

REVIEW OF OPERATIONS

The Sales income for the year under review amounted to Rs. 6,760.25 lacs as compared to Rs.7,367.43 lacs for the previous year. The operating profit for the year touched Rs.60.95 lacs, as compared to Rs.75.14 lacs for the previous year. The decline in turnover and operating profit is attributed to the global economic crisis.

DIVIDEND

In view of the expansion-cum-diversification programmes undertaken by the Company, your Directors have decided to conserve the reserves for meeting the capital expenditure for the said programmes. No dividend has therefore been recommended for the year under review.

CURRENT OPERATIONS

Your Directors are pleased to inform you that your Company has established its place in the field of IT infrastructure management business and the performance for the current year has been excellent. With the revival of the global market, the Company expects to perform well in the current year.

BUSINESS OUTLOOK

(a) IT Infrastructure management:

Enterprises find it tough to manage diverse networks, devices, databases and applications across a global footprint as they grow out of existing infrastructure. That is where EMPOWER comes in picture! With our service operation centre delivering 24x7x365 availability and scalability, provides well-tailored infrastructure support services for the clients specific requirements to meet the performance and availability demands of their businesses. We provide remote maintenance and support to clients, thereby helping them manage diverse networks, devices, databases and applications located either across different data centres or on in-house infrastructure, throughout the world. Organisations have the freedom to out-task as little or as much of their IT infrastructure as they deem necessary. Moreover, it helps them maintain a secure infrastructure without requiring businesses to invest heavily. The scope for this business has increased substantially, since the clients have ample time at their disposal to concentrate on core business activities which need their direct attention. EMPOWER is all set to capitalize on this business.

(b) Solatube day lighting system :

As a major step in the diversification front, EMPOWER is taking a great leap by entering the business of Solatube day lighting system where it captures sunlight through a dome on the roof and channels it down through the internal reflective system. Thus the system moves daylight in the most affordable way to dark places where sunlight cannot reach. This is the most innovative and environmentally friendly way to naturally brighten every room and is popularly known as Tubular Day Lighting Device. The application can be used effectively in residential, commercial, industrial, educational and warehouse areas where natural light is rarely an option. EMPOWER is in the process of finalizing the ways and means of bringing this new technology to India.

(c) Renewable Energy generation:

Power Sector has been one of most sought sectors requiring investment to meet the ever increasing demand for electricity. Your Company has identified renewable energy generation as one of its major profit generating avenues. Besides setting up new power generation farms, opportunity is being taken to take over and manage existing power units with the capacity ranging from 5 to 10 MW.

DEPOSITS:

The Company did not accept or renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules framed thereunder.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company come under the purview of Section 217 (2A) of the Companies Act, 1956 and the Rules framed thereunder. Therefore the Statement required to be annexed under the said Section has not been annexed.

DIRECTORS

Mr. Dewang Master retires by rotation, but being eligible, offers himself for reappointment.

Mr. Vasudev Madhudas Balani, has offered himself for appointment as a Director of the Company. Mr. Balani is Mechanical Engineer and has rich industrial experience of 35 years in India and abroad. His presence on the Board is of much importance and advantageous to the business of the Company. Notice under Section 257 of the Companies Act, 1956 has been received from a Member of the Company, proposing his candidature to the office of Director.

Your Directors recommend the said appointments.

AUDITORS:

The retiring Auditors, M/s. MRM & Associates, Chartered Accountants have regretted their inability to continue as Auditors of the Company. They have accordingly submitted their letter of resignation which will take effect from the conclusion of this Annual General Meeting.

The Company has received consent from M/s. Anilkumar Maheshwari, Chartered Accountants, Mumbai to act as the Statutory Auditors of the Company together with a certificate stating that the proposed appointment is within the prescribed limits of Section 224(1B) of the Companies Act, 1956. Members are requested to appoint them as Statutory Auditors and fix their remuneration.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Since the company is not carrying on any manufacturing activities, the details relating to conservation of energy and technology absorption are not quite relevant to the Company. The Company earned US $ 45,298.88 (Rs.23,10,242) and the outgo amounted to US $74,079.00 (Rs.38,10,159).

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility Statement, it is hereby confirmed:

That in the preparation of the accounts for the financial year ended 31s1 March, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures;

That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the company for the year under review;

That the directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities; and

That the directors have prepared the Accounts for the financial year ended 31st March, 2009 on a going concern basis.

Registered Office :

25/25A, 2ncl-Floor,

Nawab Building,

327, Dr. D N Road, For & 0n behalf of the Board-

Fort. MUMBAI 400001. Sd/-

Dated: 31st August, 2009 (CHAIRMAN)



 
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