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Directors Report of Eon Electric Ltd.

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2018.

FINANCIAL RESULTS

The financial performance of your Company for the Financial Year ended March 31, 2018 is summarized below:

(Rs. in Crores)

Particulars

Standalone

Consolidated

Financial Year ended 31.03.2018

Financial Year ended 31.03.2017

Financial Year ended 31.03.2018

Financial Year ended 31.03.2017

Revenue from Operation

158.68

185.79

158.68

185.79

Other Income

5.14

7.17

5.14

7.17

Operating Profit (EBITDA)

14.31

14.57

14.31

14.57

Finance Costs

11.37

9.29

11.37

9.29

Depreciation and Amortisation Expense

2.16

2.11

2.16

2.11

Profit before Exceptional items and Tax

0.88

3.17

0.88

3.17

Exceptional Items

-

-

-

-

Profit before Tax

0.88

3.17

0.88

3.17

Less: Tax Expense

0.44

(0.40)

0.44

(0.17)

Profit after Tax

0.44

3.57

0.44

3.57

Profit for the year

0.44

3.57

0.44

3.57

Other Comprehensive Income

0.09

0.11

0.09

0.11

Total Comprehensive Income

0.53

3.68

0.53

3.68

Earnings per Share

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

0.27

2.22

0.27

2.22

FINANCIAL HIGHLIGHTS

During the financial year under review, your Company has achieved Sales and Other Income of Rs.163.82 Crores as against Rs.192.96 Crores in the previous financial year 2016-17.

The EBITDA for the year ended March 31, 2018 stood at Rs. 14.31 Crores as against Rs. 14.58 Crores during the previous year.

The Profit before Tax for the financial year ended March 31, 2018 stood at Rs.0.88 Crore as against a profit of Rs.3.17 Crores earned during the previous financial year ended March 31, 2017. The Profit after Tax for the current year stood at Rs. 0.44 Crore against a profit after Tax Rs. 3.57 Crores earned during the previous year ended 31st March, 2017.

The business in all sectors was very challenging due to the slow growth in construction activity and uncertainty prevalent in the business during the initial few months of implementation of the GST during the year resulting in reduced sales volume as well as profitability of the Company. While there has been a decline in the sales of the Company during 2017-18, there has been a significant improvement in the Operating Profit (EBITDA) of the Company during 2017-18 on account of improved contribution margins from the sale of its products. The Profit before Tax for the year under review remained under pressure due to higher fixed costs on account of Employee Benefits Expense and Finance Costs owing to increased working capital utilisation during the year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial year 2017-18, have been prepared in compliance with the applicable provisions of the Companies Act, 2013, Indian 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 and conservation of internal accruals for faster growth of the Company, 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 2017-18.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments

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, Joint Managing 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.

Shri Ved Prakash Mahendru, Chairman and Managing Director, Shri Vivek Mahendru, Joint Managing Director, and Shri Vinay Mahendru, Joint Managing Director were re-appointed for a period of 3 (Three) years w.e.f. 1st October, 2017 in the Annual General Meeting held on 27th September 2017 during the Financial Year 2017-18

The details of Directors 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 resolutions seeking your approval to the re-appointment of Directors are also included in the Notice.

Key Managerial Personnel

Mr. Ved Prakash Mahendru, Chairman & Managing Director, Mr. Vivek Mahendru and Mr. Vinay Mahendru, Joint Managing Directors, Mr. K B Satija, Chief Financial Officer and Mr. Shiv Kumar Jha, 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.

Appointments

During the period under review, Mr. Shiv Kumar Jha was appointed as Company Secretary and Compliance Officer on May 15, 2017 and designated as Company Secretary & Compliance Officer of the Company w.e.f. May 24, 2017.

BOARD EVALUATION

The Companies Act, 2013 mandates formal annual evaluation of the performance of the Board, its 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

Five meetings of the Board of Directors were held during the Financial Year 2017-18. The details of number of Meetings of the Board and various Committees of your Company are set out in the Corporate Governance Report. Besides 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 09, 2018 for the Financial Year 2017-18.

DECLARATION BY INDEPENDENT DIRECTORS

All 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 provision of Companies Act, 2013 and the relevant regulations.

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/investor10.php

AUDIT COMMITTEE

As at 31st March, 2018, the Audit Committee of the Board of Directors of the Company comprised of 3 members namely Shri Ramesh Chander Bansal, Independent Director, Shri Ajoy Kumar Ghosh, Independent Director and Shri Vivek Mahendru, Joint Managing Director. Shri Ramesh Chander Bansal is Chairman of the Audit Committee.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

AUDITORS AND AUDITORS’ REPORT

STATUTORY AUDITORS

Under Section 139 of the Companies Act, 2013, and the rules made thereunder, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the said section. M/s J.C. Bhalla & Co., Chartered Accountants, had completed their tenure as the Company''s Statutory Auditors at the 28th AGM of the Company held on 27th September 2017.

On recommendation of the Audit Committee, the Board, in its meeting held on August 31, 2017 and approval of the shareholders in the Annual General Meeting held on 27th September 2017, M/s Bansal and Co LLP., Chartered Accountants, (Firm Registration Number 001113N/N500079), have been appointed as the Statutory Auditors of the Company for a term of five consecutive years i.e. from conclusion of the 28th AGM till the conclusion of 33rd AGM to be convened in the year 2022, subject to ratification by the members at every AGM.

The Audit Committee and the Board of Directors recommend the ratification of appointment of M/s Bansal & Co LLP, Chartered Accountants, as Statutory Auditors of the Company from conclusion of this Annual General Meeting to the conclusion of 33rd Annual General Meeting.

STATUTORY AUDITORS’ REPORT

The Board has duly examined the Statutory Auditors'' Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2018 by M/s Bansal and Co. LLP, Chartered Accountants, which is self explanatory. The report does not contain any observations, disclaimer, qualification or adverse remarks.

Further, no fraud has been reported by the Statutory Auditors'' in terms of Section 143(12) of the Companies Act, 2013 during the year.

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, 2018.

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 2018-19. 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 29th AGM of the Company.

SECRETARIAL AUDITORS & THEIR REPORT

The Company had appointed M/s Navneet K Arora & Co LLP, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the financial year ended March 31, 2018. The Secretarial Auditor has submitted its Report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, observation, disclaimer or adverse remark. The Secretarial Audit Report for FY 2017-18 is annexed as Annexure - A to this report.

The Board has re-appointed M/s Navneet K Arora & Co. LLP Company Secretaries, New Delhi as Secretarial Auditors of the Company for Financial Year 2018-19.

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. 43 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.

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, 2018 to which these Financial Statements relate and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year ended March 31, 2018.

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. Bansal & Co. LLP Chartered Accountants, (FRN: 001113N/N500079), 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

The Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

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 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.

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 was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and the company''s operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2017-18, the provisions of Section 186 of the Companies Act, 2013 were not applicable on the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 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 during the Financial year ended on 31st March, 2018.

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, 2018, 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, 2018 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 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. Bansal & Co. LLP, Chartered Accountants, (FRN: 001113N/N500079), 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 zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted Internal Committees at all its locations, known as the Prevention of Sexual Harassment (POSH) Committees, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the Financial Year 2017-18.

Transfer to Investor Education and Protection Fund

Pursuant to Section 124 and 125 and other applicable provisions, if any, of the Companies Act, 2013, read with the Investor Education and protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 (‘IEPF Rules'') all unclaimed and/ unpaid dividend, application money, debentures interest and interest on deposits, as applicable, remaining unclaimed / unpaid for a period of seven years from the date they became due for payment, were required to be transferred to the IEPF. Accordingly, all unclaimed and unpaid dividend for a period of seven years from the date they became due for payment, in relation to the Company have been transferred to the IEPF established by the Central Government. No claim shall be entertained against the Company for the amounts so transferred.

As per Section 124(6) of the Act read with the IEPF Rules as amended, all the shares in respect of which dividend has remained unpaid/unclaimed for seven consecutive years or more are required to be transferred to an IEPF Demat Account. The Company has sent notice to all the Members whose dividends are lying unpaid / unclaimed against their name for seven consecutive years or more. Necessary steps will be initiated by the Company to transfer shares held by the members to IEPF as per applicable regulations. Please note that no claim shall lie against the Company in respect of the shares so transferred to IEPF.

In the event of transfer of shares and the unclaimed dividends to IEPF, members are entitled to claim the same from IEPF by submitting an online application in the prescribed Form IEPF-5 available on the website www. iepf.gov.in and sending a physical copy of the same duly signed to the Company along with the requisite documents enumerated in the Form IEPF- 5. Members can file only one consolidated claim in a financial year as per the IEPF Rules.

Listing of Shares

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

The Company has paid annual Listing fee for the Financial Year 2018-19 to the BSE Limited and the National Stock Exchange of India Limited.

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

Ved Prakash Mahendru

Place: New Delhi Chairman & Managing Director

Dated: August 14, 2018 DIN: 00005338


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, 2015

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March, 2015.

FINANCIAL SUMMARY

The financial performance of the Company for the year ended 31st March, 2015 is summarised below:

(Rs. Crore)

Particulars For the year For the year ended ended 31st March, 31st March, 2015 2014

Sales & Other Income 136.78 142.85

Operating Profit/ (Loss) (EBITDA) (18.28) (21.63)

Finance Costs 7.40 5.61

Depreciation and Amortisation Expense 2.12 2.98

Profit/(Loss) before Exceptional items and Tax (18.96) (24.08)

Exceptional Items 1.23 -

Profit/(Loss) before Tax (18.96) (24.08)

Less: Tax Expense 1.47 (0.64)

Profit/(Loss)afterTax (20.43) (23.44)

Profit/((Loss)fortheyear (20.43) (23.44)

Add: Balance brought forward from previous year (11.44) 12.00

Less:Adjustment related 0.07 -

Balance carried over to Balance sheet (31.94) (11.44)

Your Company has achieved Sales and Other Income of Rs. 136.78 crores during the financial year ended the 31st March, 2015 as against Rs. 142.93 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 AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Vinay Mahendru, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommends his re-appointment.

During the year under review, the members approved the appointment of Shri Ramesh Chander Bansal, Shri Ajoy Kumar Ghosh and Shri Ranjan Sarkar as Independent Directors of the Company for a period of 5 years w.e.f 30th September, 2014, who are not liable to retire by rotation. The members have also re-appointed Shri Ved Prakash Mahendru as Chairman & Managing Director and Shri Vivek Mahendru and Shri Vinay Mahendru as Executive Directors w.e.f 1st October, 2014 for a period of 3 years.

The Board of Directors has appointed Mrs. Bela Mahendru as Additional Director in the category of woman director w.e.f 31st March, 2015.

The Board of Directors has also appointed Dr. Rashmi Vij as Additional Director designated as Independent Director w.e.f 24th April, 2015 and accepted the resignation of Mrs. Bela Mahendru from the directorship of the company w.e.f 24thApril, 2015.

The Company has received notice from a member for the candidature of Dr. Rashmi Vij as Independent Director of the Company alongwith prescribed fee in terms of Section 160 of the Companies Act, 2013. The Board recommends the appointment of Dr. Rashmi Vij as Independent Director.

In accordance with the requirement of Clause 49 of the Listing Agreement, brief resume of Shri Vinay Mahendru and Dr. Rashmi Vij, giving details of their expertise areas, directorship and members of various committees forms part of the Notice of Annual General Meeting.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 as extract of the Annual Return in the prescribed Form MGT9 is appended as Annexure E to the Board Report.

NUMBER OF MEETINGS OF THE BOARD

Five meeting of the Board of Directors were held during the Financial Year 2014-15. The details of Board Meeting and attendance are given in the Corporate Governance Report.

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:

i. That in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2015, the applicable accounting standards have been followed alongwith proper explanation relating to material departures in the Auditors Reportand Notes to Accounts;

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 financial year and of the profit and loss of the company for that period;

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 on a going concern basis;

v. That the Directors have laid down internal financial controls which are adequate and are operating effectively;

vi. That the directors have devised proper systems to ensure compliances with provisions of all applicable laws and such systems are adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

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

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

During the year under review, the Board of Directors of the Company has approved a policy on Directors appointment and remuneration including criteria for determining qualification, positive attributes, independence of a Director and other matters based on the recommendation of Nomination and Remuneration Committee of the Company in terms of Section 178 of the Companies Act, 2013.

The policy on Directors appointment and remuneration to Directors/KMP etc is furnished in Annexure H.

AUDITORS

STATUTORY AUDITORS

M/s J C Bhalla & Co., Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting. The Company has received a letter from 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 rules made thereunder 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 2015-16.

STATUTORY AUDITORS'' REPORT

The observation of Statutory Auditors in their reports on the financial statements are self- explanatory and do not call for any fur the rcomments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

In terms of the Cost Audit Order dated 30th June, 2014 notified by the Ministry of Corporate Affairs which exempted certain industries from the purview of Cost Audit. Accordingly the Company was not required to get the cost audit done for the financial year ended 31st March, 2015. However by virtue of Cost Audit Order notified by the Ministry of Corporate Affairs dated 31st March, 2014 the Company is again covered under the purview of Cost Audit for the financial year 2015-16.

The Board of Directors has appointed Mr. Krishan Singh Berk, Cost Accountants(Firm Registration No. 102044) to conduct the audit of cost records of the Company for the financial year 2015-16.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors has appointed Mr. Manish Ranjan, Practising Company Secretary, to conduct Secretarial Audit for the financial year ending the 31st March, 2015.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended March 31,2015 in Form No. MR-3 is annexed herewith as Annexure - D.

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

RELATED PARTY TRANSACTION

All related party transactions entered during the financial year were on arm''s length basis and were in ordinary course of business. There are no material contracts, arrangements or transactions made by company with its related parties which may have a potential conflict with the interest of the Company at large. Accordingly no transactions are being reported in Form No. AOC -2 in terms of Section 134 of the Companies Act, 2013 read with Companies(Accounts) Rules, 2014. Suitable disclosure as required by the Accounting Standards(AS 18) has been made in the notes to the Financial Statements.

The Board of Directors of the Company has approved a Policy on Related Party Transaction in compliance with Section 188 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, which is uploaded on Company''s website www.eonelectric.com.

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 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 31st March, 2015 and the date on which this Report has been signed.

CHANGE OF THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2015.

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

Information required under Section 134(3)(m)of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, as amended form time to time, is given in Annexure- I and forms part of Directors'' Report.

RISK MANAGEMENT POLICY

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 in accordance with provisions of the Companies Act, 2013 and Listing Agreement.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report in this Annual Report. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

None of the independent directors are due for re-appointment.

INTERNAL FINANCIAL CONTROLS

The Company has a comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and efficient use of resources.

VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has established a Vigil Mechanism named "Whistle Blower Policy" for the Directors and employees of the Company to reporta genuine concern about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy.

COMPOSITION OF AUDIT COMMITTEE

The Company has constituted an Audit Committee which comprises of Shri Ramesh Chander Bansal, Independent Director as the Chairman, Shri Ajoy Kumar Ghosh, Independent Director and Shri Vivek Mahendru, Executive Director as members. The Details of Audit Committee is given in Corporate Governance Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules is given in Annexure F.

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 are also provided in the Annexure F to this Report.

JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES

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 G.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

In terms of Section 2(86) of the Companies Act, 2013 IAFL Power Distribution & Infrastructure Private Limited, became a Subsidiary Company w.e.f 1st April, 2014, in which the Company was holding 26,50,000 no. of (10%) convertible Preference Share of the face value of Rs. 10/- each,.

During the year under review, IAFL Power Distribution & Infrastructure Private Limited ceased to be Subsidiary Company since the Company has divested its stake of 26.50 Lacs, 10 % convertible preference shares of the face value of Rs. 10/-each .

During the year under review, Indo Simon Electric Private Limited ceased to be Joint Venture Company since the Company has terminated its Joint Venture Agreement with Simon Holding S.L Spain on 8th September, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace(Prevention, Prohibition & Redressal)Act, 2013. 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 were no complaint received from any employee of the Company during the financial year 2014-15.

MANAGEMENT DISCUSSION AND ANALYSIS

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 given in Annexure A.

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 B & C-1 and form part of this Report.

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.

LISTING OF SHARES

The Equity shares of the Company are listed on the BSE 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 read with the Companies (Acceptance of Deposits) Rules,2014.

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: New Delhi (Ved Prakash Mahendru) Dated: 11th August, 2015 Chairman & Managing Director


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


Mar 31, 2009

We are pleased to present the 20th Annual Report together with Audited Accounts of your company for the year ended 31 st March, 2009.

Financial Performance.

(Rs./Cr.) Particulars For the year ended 31 st March 2009 2008

Sales & Other Income 271.17 277.15

Operating Profit (EBITDA) 30.05 34.76

Financial Charges 16.08 12.09

Depreciation 6.61 6.33

Profit before Tax 7.36 16.34

Provision for Taxes 1.73 2.82

Profit after Tax 5.63 13.52

Add: Profit brought forward from 13.80 17.40 previous year

Profit available for appropriation 19.43 30.92

Arrears of Preference Dividend Paid - 0.12 and Income tax thereon

Transferred to General Reserve 13.50 17.00

Retained Profit carried forward to the 5.93 13.80 next year

Your Company achieved a turnover of Rs. 271.17 cr. for the year ended March 31, 2009 as against Rs. 277.15 cr. in the previous financial year. While Exports increased to Rs. 72.50 cr. from Rs. 60.44 cr. previous year, domestic sales declined to Rs. 194.21 cr. from Rs. 214.29 crore. Further, the Company has reported a Net Profit of Rs. 5.63 cr. as against Rs. 13.52 cr. in the previous year.

It may be pertinent for us to explain the reasons for Companys results which were affected by the economic slow down resulting in shrink in construction industry, exports, industrial development and partly on account of market cash crunch including:

(a) Increased pressure on margins resulting in lower sales

(b) Rise in raw material prices without corresponding hike in sale prices due to increasing competition.

(c) Rise in Sundry Debtors due to increased credit period for Dealers / Customers resulting in higher interest cost.

(d) Overall increase in Interest expenses due to higher interest rates and increased borrowings for purposes of expansion / modernisation while the benefits of increased capex will be seen over time, it resulted in additional interest expenses.

(e) Exchange rate fluctuation losses of Rs. 1.60 cr.

(f) Higher fixed expenses especially salaries. While this could have been curtailed, higher salaries were required to be paid to retain talent, in particular, in a highly competitive environment.

Your Directors are fully seized of the Companys performance related issues and have already initiated proactive measures and solutions with a view to achieving a turn-around. Your Directors are aware the solution lies in:

(a) Enhancing companys market share of sales substantially,

(b) Improving internal efficiencies in areas of marketing, debt-collection, technology etc.,

(c) In-depth professionalization of Financial and Risk Management,

(d) Strengthening Relationship Management with all stake holders including potential customers.,

(e) Organizing training and education for company executives to impart higher skills for improved performance,

(f) Restructuring and implementing cost control measures to curtail losses, etc.

Being pro-active and focussed management, the following steps have already been initiated in this regard:

(a) Appointment of Ernst and Young, a most well-known Financial Consultancy Firm to study and recommend suitable additional measures for building further operational efficiency.

(b) Efforts are also afoot to further strengthen the Companys internal Management in areas of Marketing, Sales, Recoveries, Exports etc.

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 31 st March, 2009.

Directors

Sh. V. R Mahendru and Sh. R K. Ranade, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Director 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 st March, 2009, 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 st March, 2009, 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 (1B) 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. However, the Auditors reported the following:

(i) Certain Delays in deposit of TDS

There were few instances of delay in deposit of T.D.S. As the company is having a centralised Accounts Department at its Head Office whereas the manufacturing facilities and branches are spread all over the country, due to inadvertence certain information regarding T. D. S. could not be received in time resulting in delay in its deposit. However adequate steps have now been taken to ensure that such instances do not occur.

(ii) Regarding non-disclosure of the required information in respect of Micro, Small & Medium Enterprise

The Company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure relating to amounts unpaid at the year end together with interest paid / payable under this Act and as required by Schedule VI to the Companies Act, 1956 have not been given.

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 forms part of this Report.

Particulars of Employees

The information as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975 as amended, forms part of this report as per provision of Section 219(1) (b) (iv) of the companies Act, 1956, the report is being sent to ail 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, 1988, as amended form 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.

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.

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 (V.P. Mahendru)

Dated: 15th June, 2009 Chairman-cum-Managing Director


Mar 31, 2008

The Directors have pleasure in presenting the 19th Annual Report together with audited accounts of the company for the year ended 31st March, 2008.

FINANCIAL PERFORMANCE (Rs./ Crore) Particulars For the year ended 31st March, 2008 31st March, 2007

Sales & Other Income 277.15 225.46 Operating Profit (EBITDA) 34.76 29.74 Financial Charges 12.09 5.76 Depreciation 6.33 3.69 Profit before Tax 16.34 20.29 Provision for Taxes 2.82 2.91 Profit after Tax 13.52 17.38 Add : Profit brought forward from previous year 17.40 25.02 Profit available for appropriation 30.92 42.40 Arrears of Preference Dividend Paid and Income tax thereon 0.12 - Retained Profit carried forward to the next year 30.80 42.40

Your company achieved a turnover of Rs. 277.15 Cr for the year ended March 31, 2008 as against Rs. 225.46 Cr. in the previous financial year, registering an impressive growth of 23%. The Company has reported a Net Profit of Rs. 13.52 Cr. as against Rs. 17.38 Cr. in the previous 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, 2008. Your Directors have paid arrears of preference dividend for the year ended 31st March, 2006.

DIRECTORS

Sh. Vinay Mahendru and Sh. A.K.Ghosh, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

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 31st March, 2008, 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 accounts for the financial year ended 31st March, 2008, 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. However, the Auditors reported the following:

(i) Certain Delays in deposit of an amount of Rs. 4341/- of TDS amount during the year:

There was a delay in deposit of an amount of Rs. 4341/- of TDS due to certain technical problems at the time of implementation of new ERP system and the amount has since been deposited in the treasury account.

(ii) Regarding non-disclosure of the required information in respect of Micro, Small & Medium Enterprise:

The Company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure relating to amounts unpaid at the year end together with interest paid / payable under this Act and as required by Schedule VI to the Companies Act, 1956 have not been given.

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 forms part of this Report.

PARTICULARS OF EMPLOYEES

The Information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975, as amended, forms part of this report. As per provisions 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 shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange Limited (NSE).

FIXED DEPOSITS

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

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to Section 205A of the Companies Act, 1956 during the financial year 2007-08, the Company has transferred the unclaimed dividend for the financial year 1999-2000, which remained unpaid or unclaimed for 7 years to the Investor Education and Protection Fund(IEPF).

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.

APPRECIATION

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

On behalf of the Board of Directors

Place : Noida (V.P. MAHENDRU) Dated : 27th June, 2008 Chairman-cum- Managing Director


Mar 31, 2007

The Directors have pleasure in presenting the 18th Annual Report together with Audited accounts of the company for the year ended 31st March 2007.

FINANCIAL PERFORMANCE (Rs./Crore) Particulars For the year ended 31th March, 2007 31th March, 2006

Sales & Other Income 225.46 156.45 Operating Profit (EBITDA) 29.74 23.26 Financial Charges 5.76 3.26 Depreciation 3.69 2.10 Profit Before Tax 20.29 17.90 Provision for Taxes 2.91 2.10 Profit After Tax 17.38 15.80 Add: Profit brought forward from previous year 25.02 0.46 Acquired under the Scheme of Arrangement - 10.62 Less : Difference between the amount recorded as Preference Share Capital issued in lieu of Equity Shares under the Scheme of Arrangement - 1.75 Profit available for appropriation 42.40 25.13 Arrears of Preference Dividend Paid and Income tax thereon _ 0.11 Retained Profit carried forward to the next year 42.40 25.02

Your company continues to maintain its strong growth momentum, achieving an impressive turnover of Rs. 225.46 Crs. for the year ended 31st March, 2007 as against Rs. 156.45 Crs. in the previous financial year, registering an impressive growth of 44%. The Company has reported Net Profit of Rs. 17.38 Crs., as against Rs. 15.80 Crs. in the previous year, recording a growth of 10%.

The Companys performance is discussed at length in Management Discussion & Analysis, which forms part of this Report.

DIVIDEND

Constrained by planned financial investments 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, 2007.

AWARDS & RECOGNITIONS

Over the years, your Company has always been committed to earn the trust of every strata of society that it comes in contact with. From its inception, forward looking thinking, persistent efforts and hard work has led the company towards continued growth and register its presence in the world markets.

Your directors are pleased to inform you that your Company has been awarded with SME Award for the "EMERGING INDIA AWARDS - 2007" organized by ICICI BANK, CRISIL & CNBC TV 18 in the category Auto, Auto Ancillaries and Engineering. "Emerging India Awards" has been the largest SME platform with more that 1.28 lac nominations from across the country. The awards was presented to CMD, Mr. V.P. Mahendru by Honble Prime Minister of India, Dr. Manmohan Singh on 22nd June, 2007. These awards were given to the best value creators, with focus on sustainability and commitment to key stakeholders, record of past performances and future plans.

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 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 31st March 2007, 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 accounts for the financial year ended 31st March 2007, on a going concern basis.

AUDITORS

M/s. J. C. Bhalla & Co., Chartered Accountants, Auditors of your Company 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 Annexure-A and 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 the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. As per provisions 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, 1988, as amended from 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

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

APPRECIATION

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

On behalf of the Board of Directors,

Place : New Delhi (V.P. MAHENDRU) Dated : 28th June, 2007 Chairman-cum- Managing Director


Mar 31, 2006

The Directors have pleasure in presenting the Seventeenth Annual Report and the Audited Statement of Accounts for the year ended 31st March 2006.

FINANCIAL RESULTS AND OPERATIONS

Rs./lakhs Particulars For the year ended 31.03.2006

Sales & Other Income 15645.36

Operating Profit 2326.39

Financial Charges 325.64

Depreciation 210.30

Profit Before Tax 1790.45

Provision for Taxes 209.60

Profit After Tax 1580.85

Add : Profit brought forward from previous year 45.53

Acquired under the Scheme of Arrangement 1061.71

Less: Difference between the amount recorded as Preference Share Capital issued in lieu of Equity Shares under the Scheme of Arrangement 175.00

Profit available for appropriation 2513.09

Arrears of Preference Dividend Paid and Income tax thereon 11.40

Retained Profit carried forward to the next year 2501.69

DIVIDEND

Constrained by planned financial investments 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 2006. Your Directors have paid arrears of preference dividend for the year ended 31st March 2005.

MANAGEMENT DISCUSSION AND ANALYSIS

ELECTRICAL INDUSTRY AND GROWTH FOR INDO ASIAN

Electricity is an essential requirement for all facets of our life. It has been recognized as a basic human need. It is a critical infrastructure on which the socio-economic development of the country depends. Indias demand for power has been increasing and outstripping the regular increase in power generation, transmission and distribution. Recognizing that electricity is one of the key drivers for rapid economic growth and poverty alleviation, the nation has set itself the target of providing access to electricity to all households in next five years Power for all by 2012. Hence meeting the target of providing electricity for all by 2012 is a daunting task requiring significant addition to power generation capacity and expansion of the transmission and distribution network. The government has committed investment of Rs. 16000 Crores for this purpose under which it will target electrifying 1,25,000 un-electrified villages and giving access to 7.8 crore uncovered rural households in next five years.

Governments increased investments in the Transmission & Distribution sector on account of the Accelerated Power Development Reforms Programme (APDRP) will, thus creat exponential demand for Power Transmission and Distribution equipment including wide range of Electrical Switehgear and Energy efficient Lighting Equipment the core products of INDO ASIAN.

The retail electrical industry is divided into two sub segments namely the power distribution equipment segment which includes products such as switchgear, cables, wires and energy meters etc and Consumer durables segments which include energy saving Compact Fluorescent Lamps (CFLs), Fluorescent Tube lights, Light fittings, luminaires Switches etc. The growth of distribution equipment segment is primarily tied up to the growth of the power Industry and growth of Consumer durables is directly linked to infrastructure development, construction projects like housing etc. The growing power sector and boom in construction as well as real estate industry not only in India but world over offer huge opportunities for growth of the Company

The demand for the products being manufactured by the Company is rising continuously due to the ever increasing use of the power in Industrial, Commercial and Domestic sectors.

Besides, increasing concern of people towards protection of life and increased emphasis on safety in respect of the use of power-in respect of which is the basic USP of the Companys products, has also resulted in a buoyancy in the demand of MCBs and RCCBs which are the major varieties of switch gears used in the household segment.

Strategic customer-centric focus on product quality, technology upgradation, productivity improvement and enhanced value addition to brands has enabled consolidation of INDO ASIANS leadership and market standing going forward, your

Company is cautiously confident of delivering superior operating performance on the back of improving cost competitiveness driven by expansion benefits, favourable demand conditions in the domestic and overseas markets.

FINANCIAL PERFORMANCE

Your company has recorded 38.76% increase in the profit before tax for the current year to Rs. 1790.45 lakhs from Rs. 1290.36 lakhs of the previous year of the business taken over by the Company after merger. Gross sales and Other Income has been increased to Rs. 15645.36 lakhs during the year under review from Rs. 12280.43 lakhs in the previous year for the same business.

SEGMENT WISE PERFORMANCE

a) Switchgear Division

The Switchgear Division recorded a turnover of Rs. 12834.86 lakhs in the year 2005-06 as against Rs. 10357.49 lakhs in the corresponding previous year of the Switchgear business taken over by the Company after merger. Successful leveraging of deep insights into consumer preferences resulted in introduction of several distinctly differentiated and perceptibly enriched products by Switchgear Division. Your Companys commitment to enhance the competitiveness of the entire value chain to which each of its businesses belongs, is eloquently reflected in the Companys recent entry into Modular switches and wiring accessory business and Wires and cables business. The division has successfully exported switchgear products worth Rs.1858.89 lakhs during the current year as against Rs.680.76 lakhs of the previous year. The products of the company are now widely accepted in the European markets also.

b) Lighting Division:

The Lighting Division recorded a turnover of Rs.2693.16 lakhs in the year 2005-06 as against Rs. 1833.85 lakhs in the corresponding previous year of the lighting business comprising of energy efficient CFLs taken over by the Company after merger. The CFL business is set to grow further in the coming years in view of the high priority accorded to the Energy Conservation as per National Electricity Policy of the Government, which emphasizes use of energy efficient lighting products & technologies by industries, commercial and domestic establishments. Your company is also diversifying its present product range by adding Fluorescent Tube Lights and PL lamps. These new products will be manufactured at new state of the art plant being set in the tax free zone in Haridwar, Uttranchal, which will be commissioned shortly The division has successfully exported lighting products worth Rs.296.74 lakhs during the current year as against Rs. 272.58 lakhs of the previous year.

EXPANSION OF BUSINESS AND CAPACITIES

Indian Power Sector is witnessing major changes. Growth of Power Sector in India since its independence has been noteworthy. Keeping in view the massive increase planned in power generation capacity over the next five years which offers huge growth opportunity for the Indian electrical market and sharp increase for Indo Asians products, the Company has taken various initiatives to expand the production capacities.

* Setting up new plants in Uttaranchal

Indo Asian has chalked out an ambitious expansion programme and is setting up three large units for the manufacture of world class switchgears, energy efficient lighting products and wires & cables in the tax free zone in Haridwar, Uttaranchal. The company has already made investments of over Rs. 13 crores in Uttranchal upto 31st March, 2006 as a part of larger investment outlay for expansion plans which will more than triple the manufacturing capacities of Indo Asian after their implementation. The said plants would be operational by the second quarter of FY 2006-07 and contribute substantially to the turnover and enhance the profitability of the your company during the coming years.

* Expansion of existing facilities for Export Production

The company has further upgraded its state of the art production lines at Noida for the manufacture of MCBs and other Switchgear products to global standards and approvals for the European markets. The company has also set up the facilities for the manufacture of Distribution Boards and Feeder Pillars at its units at Murthal. The existing manufacturing facilities at Jalandhar and Parwanoo have also been upgraded to take the benefits of export opportunities from Europe, U.K and Middle East. This strategic move of the Company will further strengthen the bottom line.

* Expansion in overseas countries

Your Company is also expanding its operations in Middle East and setting up a new electrical lighting equipment facility in Riyadh, Saudi Arabia, in Joint Venture with a leading Saudi company The National Company For Glass Industries "Zoujaj" and "Saudi Offset Ltd. of Saudi Arabia". The JV Company is set up in the name of "Saudi National Lamps & Electrical Company Ltd". The said Joint Venture would further strengthen & enhance the profitability of the company.

Your Directors look forward to the future of INDO ASIAN with great confidence.

INTERNATIONAL BUSINESS

Your Company recorded land mark growth of 126% in export business for the year under review and is placed for exponential jump in operations with enhanced level of activities as key Global player. Your Company continues to export its products to Prestigious Electricity Boards and Power Projects and other Public Utility Undertakings in Abu Dhabi, U.A.E., MEW

Kuwait and other Middle East/African countries. The companys products have successfully penetrated in our own brarnd into the distribution markets in SAARC, Middle East, South East Asia, Africa, Australia and United Kingdom. The company has also entered into long term arrangements with some of the well known Brands in Europe & U.K. for manufacture and supply of Electrical distribution equipment including MCBs, RCDs, Consumer Boards and CFLs under their popular Brands for their global markets.

Your Company has opened up offices in Hamburg, Germany and in prestigious Jabel Ali Free Zone in Dubai to provide greater marketing support and thus bringing INDO ASIAN closer to its international customers. The International Division participated in MEE-Dubai, Elenex Indonesia and slated to participate in Global level prestigious exhibition Light+Building-Frankfurt, thus carrying forward INDO ASIAN brand further to new markets and establishing your Company as serious and strong players in the International electrical market. The Company has been able to get prestigious International Certifications. Your company is set to do high profile market launches in Nepal, Sri lanka and opened an exclusive show room in Colombo.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a well-defined Internal Control system that is adequate and commensurate with the size and nature of business. Clear roles, responsibilities and authorities, coupled with internal information systems, ensure appropriate information flow to facilitate effective monitoring. Adequate controls are established to achieve efficiency in operations, optimum utilization of resources and effective monitoring thereof and compliance with applicable laws. An exhaustive programme of internal audits, including all Branches of the Company all over India, review by management, and documented policies, guidelines and procedures, supplement the internal control system.

The Audit Committee regularly reviews the adequacy and effectiveness of the internal controls and internal audit function.

DEVELOPMENT IN HUMAN RESOURCES

Your Companys "Commitment beyond the market" provides meaning and purpose to its people. Your Company believes that the aspiration to create value for society and the nation provides the motive force to its people to enhance sustainable shareholder value creation.

Your Company has leveraged its human capital to enhance competitiveness and develop a customer-focussed organization by nurturing learning, entrepreneurship and creativity. During the year the Company increased its focus on people development, including"360 degree feedback" based Leadership Development programs. Your Company takes keen interest in ensuring that its employees maintain a healthy work-life balance.

Your Company acknowledges the contribution of its world-class employees and the spirit of commitment, collaboration and partnership demonstrated by them in realizing the Companys vision.

DIRECTORS

Sh. V. P. Mahendru and Sh. P. K. Ranade, Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors has been reconstituted after the Merger.

MERGER OF THE ERSTWHILE INDO ASIAN FUSEGEAR LTD. WITH THE COMPANY AND ISSUE OF SECURITIES

Pursuant to the Scheme of Arrangement of Indo Asian Fusegear Limited, with the Company, as approved by the Honble High Court of Punjab and Haryana, Chandigarh by Order dated 5th/26th May 2005, all the business including assets and liabilities of erstwhile Indo Asian Fusegear Limited were transferred to and vested in the Company with effect from the appointed date i.e. 1st April, 2005. All Shareholders of the erstwhile Indo Asian Fusegear Ltd have become shareholders of the Company and the name of the Company has since been changed to Indo Asian Fusegear Limited w.e.f. 23rd August, 2005.

The company has allotted 42,50,000, 8% Convertible Preference Shares of Rs. 10/- each in lieu of 25,00,000 Equity Shares of Rs. 10/- to the persons who were equity shareholders the Company before merger as per the Scheme of Arrangement. The 8% Convertible Preference Shares held by the shareholders were to be compulsorily converted into equity shares of the Company as per the then existing pricing formula of SEBI on 1st April, 2006. Accordingly, the company has issued 2,80,528 equity shares of Rs. 10/- each fully paid up to the said holders of Convertible preference shares upon conversion into Equity Shares on 1st April 2006.

During the year ended 31st March 2006, the company has converted 42,24,000 Zero Coupon Warrants issued by private placement on preferential basis by the erstwhile Indo Asian Fusegear Limited into 42,24,000 fully paid up equity shares of Rs. 10/- each as per the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000.

Further, in order to meet funds requirements for growing Working Capital needs, the Company has issued 7,50,000 (Seven lacs fifty thousand only) Zero Coupon Warrants, each Warrant convertible into one Equity Share of Rs. 10/- each at a price of Rs 161/- under the promoter category as per SEBI Guidelines, on Preferential basis by private placement as approved by the members at their meeting held on Monday, the 20th day of March, 2006.

LISTING OF SHARES

The Equity shares of the Company were listed on 4th August 2005 on the Bombay Stock Exchange Limited (BSE) as per the approval under rule 19 (2) (b) of the Securities Contracts (Regulations) Rules, 1957 from Securities and Exchange Board of India and Scheme of Arrangement of merger of the erstwhile Indo Asian Fusegear Ltd with the Company

FIXED DEPOSITS

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

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 31st March 2006, 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 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 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 2006, on a going concern basis.

MANAGEMENT PERCEPTION OF RISK AND CONCERNS

Domestic Electrical Market has very intense competition particularly in the lighting segment. Presence of multinational companies is increasing and this is increasing the price pressure for all range of products.

Your Company has established itself as an innovative Company that offers products that efficiently manage electrical supply chain. Accordingly, your company proposes to address these risks by continues product development, focussed efforts to reduce costs, increase market share and by diversifying existing customer base with the addition of new strategic customers and enhancing the existing relationships.

AUDITORS

M/s. J.C. Bhalla & Co., Chartered Accountants, Auditors of your Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

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 forms part of this Report. The requirement of listing agreement became applicable to the Company from the date of listing of the Company with BSE on 4th August 2005.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC., AND EMPLOYEES

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, 1988, as amended from time to time, is given in Annexure forming part of this Report. However, as per the provisions of Section 219(1)(b)(iv), the Report and Accounts are being sent to all the members excluding the above information. Any member interested in obtaining such particulars/information may write to the Company Secretary for a copy thereof.

Provisions of Section 217(2-A) of the Companies Act, 1956 and the rules framed there under 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.

CAUTIONARY STATEMENT

The Statements in this Report, particularly which relate to Management Discussion and Analysis describing the Companys objectives, plans, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors, Regd. Office: 51 Kms., G.T. Karnal Road (V.P. MAHENDRU) Murthal, Distt. Sonepat, Haryana Chairman-cum-Managing Director Dated : 12th June 2006

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