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Directors Report of Eon Electric Ltd.

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2016.

FINANCIAL RESULTS

The financial performance of your Company for the Financial Year ended March 31, 2016 is summarized below:

Particulars

Standalone

Consolidated

Financial Year ended 31.03.2016

Financial Year ended 31.03.2015

Financial Year ended 31.03.2016

Financial Year ended 31.03.2015

Sales & Other Income

182.43

136.78

182.43

136.78

Operating Profit / (Loss) (EBITDA)

6.88

(10.67)

6.88

(10.68)

Finance Costs

9.19

7.40

9.19

7.40

Depreciation and Amortization Expense

2.14

2.12

2.14

2.12

Profit/(Loss) before Exceptional items and Tax

(4.45)

(20.19)

(4.45)

(20.20)

Exceptional Items

0.30

1.23

0.30

1.23

Profit/(Loss) before Tax

(4.15)

(18.96)

(4.15)

(18.97)

Less: Tax Expense

(0.13)

1.47

(0.13)

1.47

Profit /(Loss) after Tax

(4.02)

(20.43)

(4.02)

(20.44)

Profit/(Loss) for the year

(4.02)

(20.43)

(4.02)

(20.44)

Add: Balance brought forward from previous year

(31.94)

(11.44)

(32.94)

(12.43)

Less: Adjustment related to Fixed Assets

-

(0.07)

-

(0.07)

Balance carried over to Balance sheet

(35.96)

(31.94)

(36.96)

(32.94)

Earnings per Share (Face Value of Rs.5/- per Equity Share)

(2.50)

(12.73)

(2.50)

(12.73)

FINANCIAL HIGHLIGHTS (On Standalone basis)

There has been a significant improvement in the Turnover and Profitability of the Company during the financial year ended March 31, 2016.

During the financial year under review, your Company has achieved Sales and Other Income of Rs.182.43 crores as against Rs.136.78 crores in the previous financial year 2014-15, thereby recording a growth of 33.36% over the previous financial year 2014-15. The Loss before Tax for the financial year ended March 31, 2016 stood reduced to Rs.4.15 crores as against Rs.18.96 crores in the previous financial year ended March 31, 2015.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial year 2015-16, have been prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIVIDEND AND RESERVES

Constrained by planned financial investments for faster growth, your Directors do not recommend any Dividend for the year under review.

The Company has not transferred any amount to General Reserve during the financial year 2015-16.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments

During the period under review, Dr. Rashmi Vij was appointed as an Additional Director in the category of Independent Director by the Board of Directors, through resolution passed by circulation, on April 24, 2015. Subsequently, the Shareholders of the Company had, in their 26th Annual General Meeting held on September 29, 2015 approved the appointment of Dr. Rashmi Vij as Independent Director of the Company to hold office for a term of five consecutive years commencing from April 24, 2015 to April 23, 2020 and whose office shall not be liable to retirement by rotation.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Vivek Mahendru, Whole-time Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

The details of Director being recommended for re-appointment as required under Secretarial Standard 2 and Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution seeking your approval to the re-appointment of Director is also included in the Notice.

Key Managerial Personnel

Mr. Ved Prakash Mahendru, Chairman & Managing Director, Mr. Vivek Mahendru and Mr. Vinay Mahendru, Whole-time Directors, Mr. K B Satija, Chief Financial Officer and Mr. Vinay Aggarwal, Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Resignations & Appointments

During the period under review, Mr. Kumar Indramani, resigned as Sr. Manager (Legal) & Company Secretary w.e.f. October 19, 2015. Mr. Vinay Aggarwal has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. May 23, 2016.

BOARD EVALUATION

The Companies Act, 2013 mandates formal annual evaluation by the Board of its own performance and that of Committees and individual Directors. Schedule IV to the Companies Act, 2013 provides that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Directors being evaluated.

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of performance of Directors individually, Committees of the Board and the Board as a Whole.

The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

MEETINGS OF THE BOARD AND COMMITTEES

Six meetings of the Board of Directors were held during the year. The details of number of Meetings of the Board and various Committees of your Company are set out in the Corporate Governance Report which forms part of this report.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated under Section 149(6) of the Companies Act, 2013 read with Schedule IV and the Rules made there under, as well as under the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SEPARATE MEETING OF INDEPENDENT DIRCTORS

In term of requirements of Schedule IV to the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 23, 2016 for the Financial Year 2015-16.

The Independent Directors at the meeting reviewed the following:

a. Performance of Non-Independent Directors and the Board as a whole;

b. Performance of the Chairman of the Company, taking into account the views of Executive Directors and Nonexecutive Directors; and

c. Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors attended the meeting under the Chairmanship of Mr. Ramesh Chander Bansal.

REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules made there under and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company''s Policy on Nomination and Remuneration of Directors, KMPs and Senior Management of your Company is uploaded on the website of the Company: http://www.eonelectric.com/investors/corporate-policys.html.

AUDITORS STATUTORY AUDITORS

M/s. J. C. Bhalla & Co. Chartered Accountants, (FRN: 001111N), B 5, Sector 6, NOIDA- 201301 UP, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the re-appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s. J.C. Bhalla & Co. Chartered Accountants, (FRN: 001111N), as the Statutory Auditors of the Company in relation to the financial year 2016-17 till the conclusion of the next Annual General Meeting.

STATUTORY AUDITORS'' REPORT

The observations of Statutory Auditors in their reports on Standalone and Consolidated Financials are self-explanatory and therefore do not call for any further comments.

COST AUDITORS

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made there under, Mr. Krishan Singh Berk, Cost Accountant (FRN: 102044 & Membership No. 2724), 365, Sector - 15, Faridabad - 121 007 Haryana, was appointed as the Cost Auditor of the Company for the financial year ended March 31, 2016.

Your Board, on the recommendation of the Audit Committee, has re-appointed Mr. Krishan Singh Berk, Cost Accountant, for auditing the cost records of the Company for the financial year 2016-17. In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, appropriate resolution seeking your ratification of the remuneration of Mr. Krishan Singh Berk, Cost Accountant, is included in the Notice convening the 27th AGM of the Company.

SECRETARIAL AUDITORS

Your Board had appointed Mr. Manish Ranjan (FCS: 5074) of M/s Manish Ranjan & Associates, Company Secretaries, 503, 5th Floor, Nipun Tower, Plot No. 15, Community Centre, Karkardooma, Delhi - 110092, to conduct the Secretarial Audit of your Company for the financial year ending March 31, 2016. The Secretarial Audit Report is annexed herewith as ‘Annexure - A'' to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Your Board of Directors has appointed M/s Navneet K Arora & Co., Company Secretaries, having Office at E8/1, Near Geeta Bhawan Mandir, Shivalik Road, Malviya Nagar, New Delhi - 110017, as the Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the financial year ending March 31, 2017.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form MGT - 9 as stipulated under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is annexed herewith as ‘Annexure-B’, to this Report.

RELATED PARTY TRANSACTIONS

In terms of Section 134(3)(h), there is no information to be provided regarding the particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, except the transactions as stated in Note No. 38 of the Financial Statements. Accordingly, no transactions are being reported in Form No. AOC -2 in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

All related party transactions that were entered into during the year under review were in the ordinary course of business and on an arm’s length basis and were in compliance with the applicable provisions of the Companies Act, 2013.

Moreover, on the recommendations of the Audit Committee, the Board had adopted the Policy on Related Party Transactions in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the provisions of the Companies Act, 2013.

The policy is uploaded at the below web link:

http://www.eonelectric.com/images/investors_pdf/PolicyOnRelatedPartyTransaction.pdf.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of financial year on March 31, 2016 to which these Financial Statements relate and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended March 31, 2016.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as ‘Annexure - C’ to this Report.

RISK MANAGEMENT

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Risk Management Policy and established a risk management framework to identify, mitigate and control the risks, which may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has a comprehensive Internal Financial Controls system with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

The report on the Internal Financial Control issued by the M/s. J. C. Bhalla & Co. Chartered Accountants, (FRN: 001111N), the Statutory Auditors of the Company forms part of the Annual Report. In the opinion of the Board, the existing Internal Financial Control framework is adequate and commensurate with the size and nature of the business of the Company.

WHISTLE BLOWER AND VIGIL MECHANISM

Your Company has formulated a Vigil Mechanism in place namely, Whistle Blower Policy, in accordance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 4 (d)(iv) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 to deal with instances of unethical behaviour, actual or suspected, fraud or violation of Company’s Code of Conduct. The details of policy is explained in Corporate Governance Report and also uploaded on Company’s website under the web link:

http://www.eonelectric.com/images/investors_pdf/WhistleBlowerPolicy.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act,

2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by the Companies (Appointment and Remuneration of Managerial Personnel) amended Rules, 2016 are provided in the ‘Annexure D'' to this Report.

Pursuant to the provisions of Section 197(12) of Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by the Companies (Appointment and Remuneration of Managerial Personnel) amended Rules, 2016, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules is also given in ‘Annexure D''.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, the statement containing salient features of the Financial Statements of the Company’s Joint Ventures / Associates (in form AOC-1) is attached to this Report as ‘Annexure E’.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2015-16, the provisions of Section 186 of the Companies Act, 2013 were not applicable on the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

DEPOSITS

The Company has not accepted/received any deposits during the year under report falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed:

(a) that in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards and Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) that 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, 2016 and of the loss of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts have been prepared on a going concern basis;

(e) that proper internal financial controls to be followed by the Company were laid down and that such internal financial controls were adequate and operating effectively; and

(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems were adequate and operating effectively.

OTHER INFORMATION

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as ‘Annexure F'' to this Report.

Certificate on Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and annexed herewith as ‘Annexure G’ to this Report.

The requisite certificate from M/s. J. C. Bhalla & Co. Chartered Accountants, (FRN: 001111N), Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed herewith to this Report.

Prevention of Sexual Harassment at Workplace

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules made there under. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There was no complaint received from any employee of the Company during the financial year 2015-16.

Listing of Shares

The shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

The Company entered into Uniform Listing Agreement with the BSE Limited and the National Stock Exchange of India Limited in the month of February in order to carry out a novation of the erstwhile Listing Agreement.

The Company has paid annual listing fee for the Financial Year 2016-17 to the BSE Limited and the National Stock Exchange of India Limited.

Personnel

Personnel relations with all employees and workers remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

Acknowledgements

Your Company’s organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company’s resources for sustainable and profitable growth.

The Directors wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various State Governments, the Banks and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company’s success. The Directors look forward to their continued support in future.

For and on behalf of the Board of Directors

Place: New Delhi Ved Prakash Mahendru

Dated: August 13, 2016 Chairman & Managing Director

DIN: 00005338


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 25th Annual Report together with Audited Accounts of your Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March, 2014 is summarised below:

(Rs./Crore)

Particulars For the year ended For the year ended 31st March, 2014 31st March, 2013

Sales & other Income 142.93 164.62

Operating Profit / (21.69) (22.63) (Loss)(EBITDA)

Finance Costs 5.61 2.52

Depreciation and Amortisation 2.98 2.46 Expense

Profit/(Loss) before Tax (24.08) (19.13)

Less: Tax Expenses (0.64) 0.66

Profit /(Loss) afterTax (23.44) (19.79)

Profit/((Loss) for the year (23.44) (19.79)

Add: (a)Profit brought forward 12.00 29.50 from previous year

Balance carried to Balance sheet 11.44 12.00

Your Company has achieved a turnover and other Income of Rs.142.93 crores during the financial year ended the 31st March, 2014 as against Rs. 164.62 crores during the previous financial year.

DIVIDEND

Constrained by planned financial investment for faster growth, your Directors do not recommend any dividend for the year under review.

DIRECTORS

We thank the shareholders of the Company for their support in confirming the appointment of Shri Ranjan Sarkar as Director at the 24th AGM held on 30th September, 2013 who was appointed as Additional Director w.e.f 12th July, 2013 to act as Independent Director in compliance of Clause 49 of the Listing Agreement after the resignation of Dr. Sai Ramachandran from the Directorship of the Company w.e.f. 19th June, 2013 due to his indifferent health.

Sh. Vivek Mahendru, Director is retiring by rotation at the ensuing Annual General Meeting in terms of the provisions of Companies Act, 2013 and being eligible offer himself for re-appointment at the ensuing Annual General Meeting.

Your Board recommends his re-appointment at the ensuing Annual General Meeting.

With the enactment of the Companies Act, 2013, it is now incumbent upon every listed company to appoint Independent Directors as defined under Section 149(6) of the Companies Act, 2013.

To comply the Clause 49 of the Listing Agreement, Shri Ramesh Chander Bansal, Shri Ajoy Kumar Ghosh and Shri Ranjan Sarkar had been appointed as Directors of the Company under the provisions of erstwhile Companies Act, 1956, to act themselves as Independent Directors.

The company has received notices from the shareholders for the candidature of Shri Ramesh Chander Bansal, Shri Ajoy Kumar Ghosh and Shri Ranjan Sarkar as Independent Directors of the Company alongwith prescribed fee in terms of Section 160 of the Companies Act, 2013.

In order to give effect to the provisions of the Companies Act, 2013, the Board recommends the appointment of

Shri Ramesh Chander Bansal, Shri Ajoy Kumar Ghosh and Shri Ranjan Sarkar as Independent Directors of the Company in terms of Section 149 of the Companies Act, 2013 read with amended Clause 49 of the Listing Agreement to hold office for five(5) consecutive years with effect from 30th September, 2014, not liable to retire by rotation.

The Board also recommends the re-appointment of Shri Ved Prakash Mahendru, as Chairman & Managing Director, Shri Vivek Mahendru as Executive Director and Shri Vinay Mahendru as Executive Director, for a period of 3 (Three) years w.e.f 1st October, 2014 since their current tenure shall end on 31st July, 2015 and in terms of provision of Section 196 of the Companies Act, 2013,re-appointment of Managing Director/ Executive Directors can be made one year before the expiry of current tenure.

In accordance with the requirement of Clause 49 of the Listing Agreement, brief resume of Shri Ved Prakash Mahendru, Shri Vivek Mahendru, Shri Vinay Mahendru, Shri Ramesh Chander Bansal, Shri Ajoy Kumar Ghosh and Shri Ranjan Sarkar, giving details of their expertise areas, directorship and members of various committees are forms part of the Notice of Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provision of Section 134(5) of the Companies Act, 2013 (corresponding to Section 217(2-AA) of the Companies Act, 1956), with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i. That in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2014, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. That the Directors 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 as at 31st March, 2014 and of the profit or loss of the company for the year ended on that date;

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2014, on a going concern basis.

AUDITORS

M/s J C Bhalla & Co. , Chartered Accountants, New Delhi were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the previous Annual General Meeting until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s J C Bhalla & Co. to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of the said Act. The Board of Directors recommends the re-appointment of M/s J C Bhalla & Co. Chartered Accountants, as Statutory Auditors of the Company for the financial year 2014-2015.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance for the year under review along with Auditors Certificate regarding Compliance of Corporate Governance is given in Annexures - A and B and form part of this Report.

PARTICULARS OF EMPLOYEES

The information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of this report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report is being sent to the shareholders of the company excluding the aforesaid information. Any shareholder interested in obtaining the particulars, may obtain it by writing to the Company Secretary.

PERSONNEL

Personnel relations with all employees and workers remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUTGO

Information required under Section 134(3)(m) of the Companies Act, 2013(corresponding to Section 217(1)(e) of the Companies Act, 1956), read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, as amended form time to time, is given in Annexure-C and forms part of Directors'' Report.

LISTING OF SHARES

The Equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE).

FIXED DEPOSITS

The Company has not accepted any deposits during the year under review, within the meaning of Section 73 of the Companies Act, 2013 (corresponding to Section 58A & 58AA of the Companies Act, 1956) read with the Companies (Acceptance of Deposits) Rules, made thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance of Clause 49 of the Listing Agreement entered with the Stock Exchanges, a separate section on Management Discussion and Analysis that includes details on the state of affairs of the Company as required to be given in Directors Report forms part of this Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the cooperation and assistance received from various Central and State Governments, Stakeholders, Banks, Valued clients and business associates. Your Directors also wish to place on record their deep sense of appreciation for the unstinting support and efforts of the employees at all levels towards the operations and growth of the Company and finally grateful to Board of Directors and members for unwavering support and guidance.

For and on behalf of the Board of Directors, Place: Noida (V.P. Mahendru) Dated: 12th August, 2014 Chairman & Managing Director


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 24th Annual Report together with Audited Accounts of your Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31 st March, 2013 is summarised below:

(Rs./Crore) Particulars For the year ended For the year ended 31st March, 2013 31st March, 2012

Revenue from Operations 156.14 56.15

EBITDA (22.63) (22.38)

Other Income 8.48 11.67

Finance Costs 2.52 0.59

Depreciation and Amortisation Expense 2.46 3.15

Profit/(Loss) before Tax (19.13) (14.45)

Less: Tax Expenses 0.66 0.18

Profit /(Loss) after Tax (19.79) (14.63)

Profit/(Loss) from Discontinuing Operations - (2.29)

Profit/((Loss) for the year (19.79) (16.92)

Add: (a) Profit brought forward from previous year 29.50 46.42

(b) Loss from Discontinuing Operations transferred to 2.29 -

Resulting Company pursuant to Scheme of Arrangement

Balance carried to Balance sheet 12.00 29.50

The Revenue from Operations of your company has gone up by 178.08% to Rs. 156.14 crores during the current financial year as againstRs. 56.15 crores during the previous year, on account of increase of sales of finished products and traded goods.

DIVIDEND

Constrained by planned financial investment for faster growth, your Directors do not recommend any dividend for the year under review.

CORPORATE RESTRUCTURING

Pursuant to the Scheme of Arrangement("Scheme") u/s 391 to 394 of the Companies Act, 1956 between Eon Electric Limited("Eon" ) and Advance Metering Technology Limited("AMTL) and their respective shareholders and creditors for demerger of the Metering Division and Power generation Business of the company duly sanctioned by the Hon''ble High Court for the States of Punjab & Haryana at Chandigarh vide its Order dated 27th March, 2012, the Metering Division and Power Generation Business of Eon stands demerged and transferred to and vested in AMTL with effect from 1st April, 2011(Appointed Date) on a going concern basis.

The Scheme became effective on 8th April, 2012(Effective Date) on filing of the Certified True Copy of the said Order of Hon''ble High Court with the Registrar of Companies, NCT of Delhi & Haryana.

Pursuant to the above Scheme, the Authorised, Issued, Subscribed and Paid up Share Capital of Eon as on 9th May, 2012("the Record Date") has been reduced to half by changing the face value of the shares from Rs. 10 /- to Rs. 5/- each. Accordingly, the Board of Directors of Eon and AMTL have at their respective meeting held on 12th May, 2012 allotted to all the eligible shareholders of Eon , one fully paid up Equity Share of the face value of Rs. 5/- each of Eon and one fully paid equity share of the face value ofRs.5/- each of AMTL in lieu of every one paid up equity share of the face value ofRs.10/- each held by them as on the Record Date.

DIRECTORS

In accordance with provisions of Companies Act, 1956 and Articles of Association of the Company, Shri R. C. Bansal and Shri A. K. Ghosh Directors are retiring by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting. Your Board also recommends their re-appointment at the Annual General Meeting.

Shri Ranjan Sarkar has been appointed as Additional Director w.e.f 12th July, 2013 and he holds office of Director up to the date of ensuing Annual General Meeting. The Company has received notice from a member under section 257 of the Companies Act, 1956 expressing his intention of proposing his appointment as Director of the Company.

In accordance with the requirement of Clause 49 of the Listing Agreement, brief resume of Shri R. C. Bansal, Shri A. K. Ghosh and Shri Ranjan Sarkar, giving details of their expertise areas, directorship and members of various committees are given by way of notes to the Notice of Annual General Meeting.

During the year, Shri P.K. Ranade, has resigned from the post of Joint Managing Director & Directorship of the Company with effect from 23rd March, 2013 due to his professional pre-occupations and active involvement in the day to day business of the resulting company Advance Metering Technology Limited.

Dr. Sai Ramachandran, Non Executive Independent Director has due to his indifferent health, resigned from the Directorship of the company with effect from 19th June, 2013.

The Board of Directors place on record its appreciation for the valuable services rendered by Shri P. K. Ranade and Dr. Sai Ramachandran during their association as Directors of the Company.

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:

i. That in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2013, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. That the Directors 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 as at 31st March, 2013 and of the profit or loss of the company for the year ended on that date;

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

iv. That the Directors have prepared the Annual Accounts for the Financial Year ended 31 st March, 2013, on a going concern basis.

AUDITORS

1. STATUTORY AUDITORS:

M/s J C Bhalla & Co., Chartered Accountants, New Delhi were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the previous Annual General Meeting until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s. J C Bhalla & Co. to the effect that their re- appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. The Board of Directors recommends the re-appointment of J C Bhalla & Co. Chartered Accountants , as Statutory Auditors of the Company for the financial year 2013-2014..

2. COST AUDITORS:

The Cost Audit is applicable to the Company from the financial year 2012-13 onwards. Accordingly, pursuant to Section 233B of the Companies Act, 1956 read with Companies(Cost Accounting Records) Rules 2011 M/s Berk Patra Kumar & Associates, Cost Accountants were appointed as Cost Auditors to conduct the cost audit of the Company for the products falling under Chapter Heading 84 & 85 - Engineering machinery(including Electrical & Electronic products) for the financial year ending on the 31st March, 2013.

The Company had filed the Compliance Report before Ministry of Corporate Affairs with in the due date for the financial year ended March 31, 2012 in terms of The Companies (Cost Accounting Records) Rules, 2011.

Based on the recommendation of Audit Committee of the Company, the Board of Directors of the Company has re-appointed M/s Berk Patra Kumar & Associates, Cost Accountants to conduct the cost audit for the financial year 2013-14.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance for the year under review along with Auditors Certificate regarding Compliance of Corporate Governance is given in Annexures - A and B and form part of this Report.

PARTICULARS OF EMPLOYEES

The information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of this report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report is being sent to the shareholders of the company excluding the aforesaid information. Any shareholder interested in obtaining the particulars, may obtain it by writing to the Company Secretary.

PERSONNEL

Personnel relations with all employees and workers remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUTGO

Information required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, as amended form time to time, is given in Annexure-C and forms part of Directors'' Report.

LISTING OF SHARES

The Equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE).

The trading of equity shares of the Company was temporarily suspended with effect from 8th May, 2012 as the Company had fixed 9th May, 2012 as Record Date to ascertain the shareholders who would be eligible for allotment of shares in terms of Scheme of Arrangement.

The trading of equity shares of the face value of Rs. 5/- each has re-commenced on BSE & NSE with effect from 7th June, 2012.

FIXED DEPOSITS

The Company has not accepted any deposits during the year under review, within the meaning of Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance of Clause 49 of the Listing Agreement entered with the Stock Exchanges, a separate section on Management Discussion and Analysis that includes details on the state of affairs of the Company as required to be given in Directors Report forms part of this Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the cooperation and assistance received from various Central and State Governments, Stakeholders, Banks, Valued clients and business associates. Your Directors also wish to place on record their deep sense of appreciation for the unstinting support and efforts of the the employees at all levels towards the operations and growth of the Company and finally grateful to Board of Directors and members for unwavering support and guidance.



For and on behalf of the Board of Directors,

Place: Noida (V.P. Mahendru)

Dated: 10th August, 2013 Chairman-Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 23rd Annual Report together with Audited Accounts of your Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial performance of the Company for the year ended 31st March, 2012 is summarised below: (Rs./Crore)

Particulars For the For the year ended year ended 1st March, 31st March, 2012 2011

Sales & Other Income 78.83 49.79

Operating Profit (EBITDA) (7.41) (42.03)

Finance Costs 0.61 3.54

Depreciation and Amortisation Expense 5.11 3.87

Profit before Exceptional and Extra Ordinary Items (13.13) (49.44)

Extraordinary Items (Profit on Slump Sale of Switchgear Business) - 395.13

Profit before Tax (13.13) 345.69

Less: Current Tax - 80.50

Deferred Tax 3.78 (0.40)

Wealth Tax 0.03 0.03

Prior period Tax Adjustments (0.02) (0.48)

Profit after Tax (16.92) 266.04

Profit/(Loss) from Discontinuing operations - (2.56)

Profit/((Loss) for the year (16.92) 263.48

Add: Profit brought forward from previous year 46.42 3.29

Profit available for appropriation 29.50 266.77

Appropriation:

i) Transfer to General Reserve - 200.00

ii) Special Interim Dividend on Equity Shares - 16.95

iii) Arrears of Preference Dividend - 0.40

iv) Preference Dividend for current year - 0.10

v) Corporate Tax on Dividend - 2.90

vi) Balance carried to Balance sheet 29.50 46.42

Your Company achieved a turnover and other income of Rs.78.83 Crore during the year ended 31st March, 2012 as against Rs. 49.79 Crore during the previous financial year.

DIVIDEND

Constrained by planned financial investment for faster growth, your Directors do not recommend any dividend for the year under review.

CHANGE OF NAME OF COMPANY

Consequent upon the slump sale of the Switchgear Business to Era Electricals Private Limited, a wholly owned subsidiary of Legrand, France, S.A, the name of the Company was required to be changed by deleting the word "Indo Asian" from its existing name "Indo Asian Fusegear Limited" in terms of Business Transfer Agreement executed by the Company on 22nd July, 2010 with Legrand, France, S.A.

The Board of Directors at their meeting held on 30th April, 2011 had approved the change the name of the Company from 'Indo Asian Fusegear Limited' to "Eon Electric Limited" and accordingly shareholders approval was obtained through Postal Ballot Process on 7th June, 2011.

The Registrar of Companies, NCT of Delhi & Haryana(ROC) has approved the change of name of the Company on 29th June, 2011 and issued the fresh certificate of Incorporation consequent upon change of name of the Company.

BUY-BACK OF EQUITY SHARES

The Board of Directors at their meeting held on 9th July, 2011 approved buy-back of 17,84,162 fully paid-up Equity Shares of Rs.10/- each, at a price not exceeding Rs. 130/- per Equity Share, by utilizing an amount of not exceeding Rs. 23.19 Crores, from open market through NSE and BSE using their nation-wide electronic trading facilities in compliance with the provisions of the Companies Act, 1956 read with Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998. Accordingly, Public Announcement (PA) dated 27th September, 2011 and Corrigendum to PA dated 7th October, 2011, were published by the Company in Financial Express and Jansatta(Delhi edition) on 28th September, 2011 and 8th October, 2011 respectively.

The Buy-back Offer was open up to 8th July, 2012. The Company commenced Buy Back on 10th October, 2011 and it closed the Buy back on 24th October, 2011. Till closure of the Buy back, the Company had bought-back 17,84,162 Equity Shares, for a total consideration of Rs. 11.55 crores representing 49.80% of the Maximum Buy Back Size. The Paid-up Capital of the Company after estinguishment of shares bought back under the Scheme stood at Rs. 16,05,74,660/- consisting of 1,60,57,466 equity shares of Rs. 10/- each.

CORPORATE RESTRUCTURING

During the year under review, the Board of Directors of the Company have entered into a Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956, with Advance Metering Technology Limited for Demerger of the Metering Division & proposed Power Generation Business of the Company into Advance Metering Technology Limited with effect from the Appointed Date 1st April, 2011.

The above Scheme of Arrangement has been approved by the Board of Directors of respective Companies. Thereafter, on the directions of Hon'ble High Court for the States of Punjab & Haryana at Chandigarh, the meeting(s) Equity Shareholders & Unsecured Creditors of the Company were held on 28th January, 2012 under the Chairmanship of Court appointed Chairman, which have duly approved the Scheme of Arrangement. Thereafter, the Hon'ble High Court for the States of Punjab & Haryana at Chandigarh vide its Order dated 27th March, 2012 has approved the Scheme of Arrangement filed for demerger of the Metering Division & proposed Power Generation Business of the Company.

The Copy of the formal Order of Hon'ble High Court for the States of Punjab & Haryana at Chandigarh has been filed before Registrar of Companies, NCT of Delhi & Haryana on 8th April, 2012 and the same has been registered.

As an integral part of the Scheme, the Share Capital of the Company has been restructured and reorganised. To ascertain the shareholders who will be eligible for allotment of shares pursuant to the Scheme, the Company had fixed 9th May, 2012 as the Record Date. Accordingly the trading of shares of the Company on BSE & NSE was temporarily suspended with effect from 8th May, 2012.

As a consideration of demerger, members of the Company have been allotted one equity share of the face value of Rs. 5/- each of the Demerged Company "Eon Electric Limited" and one equity share of the face value of Rs. 5/- each of the Resulting Company "Advance Metering Technology Limited" in lieu of their holding of one Equity Share of the face value of Rs. 10/- each of Eon Electric Limited as on the Record date 9th May, 2012.

Consequently the Authorised Share Capital of your Company stands reduced from Rs. 25,00,00,000/- divided into 1,90,00,000 Equity Shares of Rs. 10/- each and 60,00,000 Preference Shares of Rs. 10/- each to Rs. 12,50,00,000/- divided into 1,90,00,000 Equity Shares of Rs. 5/- each and 60,00,000 Preference Shares of Rs. 5/- each. The Issued, subscribed and paid -up share capital of the Company stands reduced from 1,60,57,466 equity shares of the face value of Rs. 10/- each to 1,60,57,466 equity shares of the face value of Rs. 5/- each.

The trading of equity shares of the face value of Rs. 5/- each of your Company has been recommenced on BSE & NSE with effect from 7th June, 2012

DIRECTORS

Shri V. P. Mahendru and Shri P. K. Ranade, Directors are retiring by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting. Your Board also recommend their re-appointment at the Annual General Meeting.

Shri Vivek Mahendru, was appointed as an Additional Director on the Company with effect from 12th May, 2012 and he holds office of Director up to the date of ensuing Annual General Meeting. The Company has received notice from member under section 257 of the Companies Act, 1956, expressing his intention of proposing his appointment as Director of the Company.

In accordance with the requirement of Clause 49 of the Listing Agreement, brief resume of Shri V. P. Mahnedru, Shri PK. Ranade and Shri Vivek Mahendru, giving details of their expertise areas, directorship and members of various committees are given by way of notes to the Notice of Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i. That in the preparation of the Annual Accounts for the Financial Year ended 31 st March, 2012, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. That the Directors 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 as at 31st March, 2012 and of the profit or loss of the company for the year ended on that date;

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

iv. That the Directors have prepared the Annual Accounts for the Financial Year ended 31 st March, 2012, on a going concern basis.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

As on 31 st March, 2012, the Company has one wholly owned subsidiary Company namely IAFL Cables Limited.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to the Subsidiary Company is annexed to and forming part of this Report. The detailed copy of Annual Report of the subsidiary company will be made available to the shareholders on request and will also be kept for inspection by any shareholder at the Registered/Corporate Office of the Company.

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements the consolidated financial statements based on the financial statements received from subsidiary company as approved by its Board of Directors are attached, and form part of the Annual Report.

AUDITORS AND AUDITORS' REPORT

M/s. J.C. Bhalla & Co., Chartered Accountants, Statutory Auditors of the company retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The Company has received a letter from M/s J.C. Bhalla & Co., Chartered Accountants, Statutory Auditors to the effect that their re-appointment, if made, would be with in the limits prescribed under Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such reappointment as Statutory Auditors with in the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors' Report are self explanatory and do not call for any further comments.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance for the year under review along with Auditors Certificate regarding Compliance of Corporate Governance is given in the Annexure-A and B and form part of this Report.

PARTICULARS OF EMPLOYEES

Provision of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are not applicable to the Company, since no employee of the Company was in receipt of the remuneration in excess of the limits as specified in the said rules.

PERSONNEL

Personnel relations with all employees and workers remained cordial and harmonious throughout the year. Your directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUTGO

Information required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, as amended form time to time, is given in Annexure-C and forms part of Directors' Report.

LISTING OF SHARES

The Equity shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE).

FIXED DEPOSITS

The Company has not accepted any deposits during the year under review, within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the cooperation and assistance received from various Central and State Governments, Stakeholders, Banks, Valued clients and business associates. Your Directors also wish to place on record their deep sense of appreciation for the unstinting support and efforts of the the employees at all levels towards the operations and growth of the Company and finally grateful to Board of Directors and members for unwavering support and guidance.

For and on behalf of the Board of Directors,

(V.P. Mahendru) Chairman-Managing Director

Place: Noida

Dated: 14th August, 2012


Mar 31, 2011

The Directors are pleased to present the 22nd Annual Report and the audited accounts for the financial year ended March 31,2011.

Financial Results

The financial performance of the Company for the financial year ended March 31,2011 is as follows:

Financial Performance

(Rs./Cr.)

Particulars As on 31st March

2011 2010

Sales & Other Income 134.23 246.19

Operating Profit (EBITDA) (39.43) 23.84

Financial Charges 7.31 17.92

Depreciation 5.26 7.00

Profit before Extra Ordinary Items (52.00) 3.92

Extraordinary ltem(Profit on Slump Sale of Switchgear Business) 395.13 0.00

Profit before Tax 343.13 0.00

Tax Expense 79.65 1.07

Profit after Tax 263.48 2.85

Add: Profit brought forward from previous year 3.29 5.94

Profit available for appropriation 266.77 8.79

Appropriation:

i) Transfer to General Reserve 200.00 5.50

ii) Special Interim Dividend on Equity Shares 16.95 -

iii) Arrears of Preference Dividend 0.40 -

iv) Preference Dividend for current year 0.10 -

v) Corporate Tax on Dividend 2.89 -

vi) Balance carried to Balance sheet 46.42 -

Your Company achieved a turnover and other income of Rs.134.23 Cr. for the year ended March 31, 2011 as against Rs. 246.19 Cr. in the previous financial year.

TRANSFER OF BUSINESS

Pursuant to the decision in the meeting of the Board of Directors of the Company held on 22nd July, 2010 and the approval of the Shareholders of the Company through Postal Ballot, the Company has transferred the entire business of developing, manufacturing and selling Low Voltage Miniature Circuit Breakers, Residual Current Circuit Breakers, Air Circuit Breakers, Moulded Case Circuit Breakers, Distribution Boards, Fuses, Fuse Bases, Switches, Feeder Pillars, Contractors, Thermal Overload Relays("Switchgear Business"), which is a separate segment as per AS 17, Segment Reporting, to a wholly owned subsidiary of Legrand France SA by way of Slump Sale as defined under Section 2(42C) of the Income Tax Act, 1961 on a going concern basis w.e.f. 9th September, 2010 for a total value of Rs.530.00 Crores on a Cash and Debt free basis.

Consequent upon the Slump Sale of the Switchgear Business, the current year financial results include the performance of the Switchgear Business Segment upto 8th September, 2010. Accordingly the operating results for the year ended 31st March, 2011 are not comparable with those forthe preceding year.

DIVIDEND

(1) DIVIDEND ON EQUITY SHARES

The Board of Directors at their meeting held on 11th October,2010 had declared and paid a Special Interim Dividend of Rs. 10/-(100%) per share. The total amount of Interim dividend for the year ended 31st March, 2011 is Rs. 16.95 Cr.

In order to conserve the available funds for further growth and expansion of the Companys business, the Board of Directors do not recommend any further dividend for the year under review and hence the interim dividend of 100% per equity share paid during the year shall be considered as the final dividend.

(2) DIVIDEND ON PREFERENCE SHARES

The Board of Directors at their meeting held on 11th October, 2010 had approved the payment of arrears of dividend on 1,000,000 10% Cumulative Redeemable Preference Share of Rs. 10/- each held by the foreign collaborators for the Financial year 2007 to 2010.

Further the Board of Directors at their meeting held on 17,th March, 2011 had approved the payment of Dividend to 1,000,000 10% Cumulative Redeemable Preference Share of Rs. 10/-each for the Financial year2010-2011.

The Tax on Dividend works qut Rs. 2.89 Cr. which has since been paid.

REDEMPTION OF PREFERENCE SHARES

The Board of Directors at their meeting held on 17th March, 2011 had approved the redemption of 1,000,000 10% Cumulative Redeemable Preference Shares of Rs. 10/- at par amounting to Rs. 10,000,000/- (Rupees One Crore only) which were allotted to Heinrich Kopp, GmbH of Germany. The effect of redemption of Preference shares has been given in the Annual Accounts of the Company forthe current year.

DIRECTORS

In accordance with the Articles of Association of the Company, Shri A. K. Ghosh and Shri Vinay Mahendru, Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The information required to be furnished under Clause 49 of the Listing Agreement is given in the Notice of the Twenty Second Annual General Meeting.

There are on other changes in the Composition of the Board of Directors of the Company.

DIRECTORSRESPONSIBILITY STATEMENTS

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

i. That in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. That the Directors 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 the year under review;

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

iv. That the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2011, on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements , the audited Consolidated Financial Statements are annexed to and forming part of this Report.

AUDITORS AND AUDITORS REPORT

M/s. J.C. Bhalla & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from them, to the effect that their reappointment, if made, would be with in the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such re-appointment with in the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance for the year under review along with Auditors Certificate regarding Compliance of Corporate Governance are given in the Annexure-A and B and form part of this Report.

PARTICULARS OF EMPLOYEES

Provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time are not applicable to the Company, since no employee of the Company was in receipt of the remuneration in excess of the limits as specified in the said rules.

PERSONNEL

Personnel relations with all employees and workers remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the devoted services of all the employees and workers of the Company.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING & OUTGO

Information required under Section 217(1 )(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, as amended form time to time, is given in Annexure-C and forms part of Directors Report.

SUBSIDIARY COMPANY:

During the financial year 2010-11, IAFL Cables Ltd.(formerly Indo Asian Cables Ltd.) has become a wholly owned subsidiary of the Company. The Annual Accounts of the said Company are annexed to and forming part of this Report.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to the Subsidiary Company is annexed to and forming part of this Report. The detailed copy of Annual Report of the subsidiary company will be made available to the shareholders on request and will also be kept for inspection by any shareholder at the Registered/Coporate Office of the your company.

LISTING OF SHARES

The Equity shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Ltd. (NSE).

FIXED DEPOSITS

During the year, the Company has re-paid all the fixed deposits. The Company has no unclaimed / unpaid deposit.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

ACKNOWLEDGEMENT

Your Directors express their appreciation for the support and co-opearation 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 executives, staffs and workers of the Company.

On behalf of the Board of Directors

Place: Noida (V.P. Mahendru)

Dated:12th May, 2011 Chairman-cum-Managing Director


Mar 31, 2010

We are pleased to present the 21s1 Annual Report together with Audited Accounts of your company for the year ended 31st March, 2010.

Financial Performance

(Rs./Cr.)

Particulars For the year ended 31st March

2010 2009

Sales & Other Income 246.19 271.17

Operating Profit (EBITDA) 23.84 30.05

Financial Charges 17.92 16.08

Depreciation 7.00 6.61

Profit before Tax 3.92 7.36

Provision for Taxes 1.07 1.73

Profit after Tax 2.85 5.63

Add: Profit brought forward from 5.94 13.81

previous year

Profit available for appropriation 8.79 19.44

Arrears of Preference Dividend Paid and Income tax thereon - -

Transferred to General Reserve 5.50 13.50

Retained Profit carried forward to the 3.29 5.94 next year

Your Company achieved a turnover and other income of Rs. 246.19 Cr. for the year ended March 31, 2010 as against Rs. 271.17 Cr. in the previous financial year.

Dividend

In view of the need to conserve resources for faster growth, your Directors do not recommend Dividend on equity share capital as well as preference share capital of the Company for the year ended 31st March, 2010.

Directors

Sh. R. C. Bansal and Dr. Sai Ramachandran, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Directors Responsibility Statements

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

I. That in the preparation of the Annual Accounts for the Financial Year ended 31" March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That the Directors 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 the year under review;

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

iv. That the Directors have prepared the Annual Account for the Financial Year ended 31" March, 2010, on a going concern basis.

Auditors

M/s. J.C. Bhalla & Co., Chartered Accountants, Auditors of your Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have confirmed that their re- appointment if made, shall be within the limits of Section 224 (1) (B) of the Companies Act, 1956.

Auditors Report

The observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Report on Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a report on the Corporate Governance for the year under review along with Auditors Certificate regarding Compliance of Corporate Governance is given in the AnnexureA& B and forms part of this Report.

Particulars of Employees

The information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, forms a part of this report as per provision of Section 219(1 )(b)(iv) of the companies Act, 1956, the report is being sent to all the shareholders of the company excluding the aforesaid information. Any shareholder interested in obtaining the particulars may obtain it by writing to the Company Secretary.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning & Outgo

Information required under Section 217(1 )(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, as amended from time to time, is given in Annexure-C and forms part of Directors Report.

Listing of Shares

The Equity share of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Ltd. (NSE).

Fixed Deposits

Your Company has no unclaimed / unpaid or overdue deposit, during the year under review.

Managements Discussion and Analysis Report

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

Appreciation

Your Directors deeply appreciate the valuable co-operation, continued support and guidance extended by the Companys Bankers, Financial Institutions, Government Agencies, Collaborators, Stockists, Dealers, Business Associates, and also the contribution of all employees to the Company.

Your company would like to take this opportunity to express sincere thanks to its valued clients and customers for their continued patronage. The Directors wishes to thanks its investors, bankers, rating agencies and stock exchanges for their support. Finally the Directors wish to express their gratitude to the Members for their trust and support.

On behalf of the Board of Directors

Place: Noida (U.P.) (V.P. Mahendru)

Dated: 29th May, 2010 Chairman-cum-Managing Director

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