Directors Report of REIL Electricals India Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 40th Annual Report together with the Audited Accounts for the year ended March 31, 2014.

1. Financial Results: (Rs. In lakhs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Turnover 2226.09 2506.65 Profit before interest and depreciation & Adjustments 58.23 325.17

Interest and Finance Charges 41.24 32.06

Depreciation 49.56 58.57

Profit before Tax (42.48) 166.46

Current Tax after Adjustments 7.69 47.89

Profit after Tax (50.17) 118.57

*In compliance with General Circular no. 08/2014, dt: 4th April, 2014 of the Ministry of Corporate Affairs, Govt. of India, the Board Report has been prepared in accordance with section 217 of the Companies Act, 1956.

2. Dividend:

In view of Loss, your Directors do not recommend any Dividend on the equity shares of the Company.

3. Operations:

During the year ended 31st March, 2014, your company''s turnover was Rs. 2226.09 (previous year Rs. 2506.65) with a net loss of Rs. 50.17 Lakh (previous year profit of Rs. 118.57 Lakhs). During the year your company experienced slow down in off-take from some of the customers and hence decrease in turnover compared to previous year. Going forward, the outlook for the current year is also not very encouraging and Company expects further decrease in revenues.

4. Directors:

Pursuant to the provisions of the Companies Act, 2013, Ms. Jasmine Sahney Pillai, Director of the Company retires from the Board by rotation and being eligible offers herself for re-appointment.

5. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with stock exchange, Corporate Governance Report and Auditors Certificate regarding the compliance of the conditions of Corporate Governance are made part of the Annual Report. The code of conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors of the Company. The relevant certification on the various matters specified under paragraph V of Clause 49 has been certified by the Chairman & Managing Director and President (Finance) & Company Secretary.

6. Listing Information:

The Company''s Shares are presently listed at BSE Ltd., Mumbai and trading is infrequent. The Listing fee to the Stock Exchange has been paid up to date. Promoters have offered to buy back the public shareholding and delist the company from the stock exchange. The company has intimated to the BSE Limited (BSE) on June 28, 2014 outcome of the Board meeting for seeking the approval of the public shareholders of the Company for the Delisting Proposal

by way of postal ballot in accordance with the provisions of section 110 of the Companies Act, 2013 read with rule 22 of Companies (Management and Administration) Rules, 2014 and SEBI (Delisting of Equity shares) Regulations, 2009. The Special Resolution has been duly approved by the requisite majority under the Companies Act, 2013 and as the number of votes cast by public shareholders in favour of the Special Resolution being greater than two times of the number of the votes cast by the public shareholders against the Special Resolution, the requirement of the proviso to Regulations 8(1) (b) of the Delisting Regulations is satisfied. Consequently, in terms of the proviso to Regulation 8(1) (b) of the Delisting Regulations, the Special Resolution shall be acted upon/given effect to.

7. Director''s Responsibility:

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 that period under review;

(iii) the directors have ensured that proper and sufficient care is taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts are prepared on a going concern basis.

8. Public Deposits:

Your Company has not accepted any deposits from the Public.

9. Auditors:

M/s. Venugopal & Chenoy, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment. A certificate from the Auditors have been received to the effect that their appointment, if made would be within the limits prescribed under section 224(1)(B) of the Companies Act, 1956.

10. Particulars of Employees:

During the year under report, no employee throughout the year or part of the year was in receipt of remuneration upto or in excess of the sums prescribed under Section 271(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1956.

11. Acknowledgements:

Your Directors take this opportunity to place on record their appreciation for the co-operation and support extended by Banks, Financial Institutions and Business Associates.

Your Directors also wish to place on record their appreciation to all the employees for their sincere and dedicated services rendered to the Company and are also grateful to all the members of the Company for reposing continued trust and confidence in the Management of the Company.

For and on behalf of the Board

Place: Hyderabad B.S.Sahney Date: 11-08-2014 Chairman & Managing Director

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Mar 31, 2013

The Directors have pleasure in presenting their 39th Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2013.

Financial Results:

(Rs. in lakhs)

Year ended Year ended Particulars 31.03.2013 31.03.2012

Turnover 2506.59 2667.91

Profit before interest and depreciation 257.10 360.92

Interest and Finance Charges 32.06 7.55

Depreciation 58.57 59.61

Profit before Tax 166.46 293.76

Current Tax after Adjustments 47.90 92.10

Profit after Tax 118.57 201.66

Dividend:

The Board of Directors recommends a dividend of Rs. 3 per share for the year 2013. This dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

Operations:

During the year ended 31st March, 2013, your company''s turnover was Rs. 2506.59 (previous year Rs. 2667.91) and earned a profit of Rs. 118.57 Lakh (previous year Rs. 201.66 Lakh).

Directors:

Mr Bhupinder Singh Sahney has been reappointed as Managing Director for a period of 3 years effective from July 29, 2013. Mr. B.S. Sahney has been the Managing Director of the company since inception and hence Board of Directors has reappointed him.

Pursuant to the provisions of the Companies Act, 1956 and Articles of the Association of the Company, Ms.Brijween Kaur Sahney, Director of the Company retires from the Board by rotation and being eligible offers herself for re-appointment.

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with stock exchange, Corporate Governance Report and Auditors Certificate regarding the compliance of the conditions of Corporate Governance are made part of the Annual Report. The code of conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors of the Company. The relevant certification on the various matters specified under paragraph V of Clause 49 has been certified by the Chairman & Managing Director and President (Finance) & Company Secretary.

Listing Information:

The Company''s Shares are presently listed at BSE Ltd., Mumbai. The Listing fee to the Stock Exchange has been paid up to date. Promoters have offered to buy back the public shareholding and delist the company from the stock exchange. The company has intimated to the BSE Limited (BSE) on May 09, 2013 outcome of the Board meeting for seeking the approval of the public shareholders of the Company for the Delisting Proposal by way of postal ballot in accordance with the provisions of section 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2011 and SEBI (Delisting of Equity shares) Regulations, 2009. The Special Resolution has been duly approved by the requisite majority under the Companies Act, 1956 and as the number of votes cast by public shareholders in favour of the Special Resolution being greater than two times of the number of the votes cast by the public shareholders against the Special Resolution, the requirement of the proviso to Regulations 8(1) (b) of the Delisting Regulations is satisfied. Consequently, in terms of the proviso to Regulation 8(1) (b) of the Delisting Regulations, the Special Resolution shall be acted upon/given effect to.

Director''s Responsibility:

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 that period under review;

(iii) the directors have ensured that proper and sufficient care is taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts are prepared on a going concern basis.

Public Deposits:

Your Company has not accepted any deposits from the Public.

Auditors:

M/s. Venugopal & Chenoy, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment. A certificate from the Auditors have been received to the effect that their appointment, if made would be within the limits prescribed under section 224(1)(B) of the Companies Act, 1956.

Particulars of Employees:

During the year under report, no employee throughout the year or part of the year was in receipt of remuneration upto or in excess of the sums prescribed under Section 271(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1956.

Acknowledgements:

Your Directors take this opportunity to place on record their appreciation for the co-operation and support extended by Banks, Financial Institutions and Business Associates.

Your Directors also wish to place on record their appreciation to all the employees for their sincere and dedicated services rendered to the Company and are also grateful to all the members of the Company for reposing continued trust and confidence in the Management of the Company.

For and on behalf of the Board

Place: Hyderabad B.S.Sahney

Date: 27-07-2013 Chairman & Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting their 3 8th Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2012.

Financial Results:

(Rs. in lakhs)

Year ended Year ended Particulars 31.03.2012 31.03.2011

Turnover 2667.91 3212.94

Profit before interest and depreciation 360.92 537.95

Interest and Finance Charges 7.55 5.80

Depreciation 59.61 59.17

Profit before Tax 293.76 472.97

Taxation 92.10 54.24

Profit after Tax 201.66 418.74

Dividend:

The Board of Directors recommends a dividend of Rs.3 per share for the year 2012. This dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

Operations:

During the year ended 31st March, 2012, your company's turnover was Rs. 2667.91 Lakh (previous year Rs. 3212.94) and earned a profit of Rs. 201.66 Lakh (previous year Rs. 418.74 Lakh).

Directors:

Pursuant to the provisions of the Companies Act, 1956 and Articles of the Association of the Company, Ms.Jasmine Sahney Pillai, Director of the Company retires from the Board by rotation and being eligible offers herself for re-appointment.

Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with stock exchange, Corporate Governance Report and Auditors Certificate regarding the compliance of the conditions of Corporate Governance are made part of the Annual Report. The code of conduct for Directors and Senior Management personnel of the Company, as approved by the Board, has been affirmed on an annual basis by all the Directors of the Company. The relevant certification on the various matters specified under paragraph V of Clause 49 has been certified by the Chairman & Managing Director and President - Finance & Company Secretary

Listing Information:

The Company ' s Shares are presently listed at B SE Ltd., Mumbai. The Listing fees to the Stock Exchange have been paid up to date.

Director's Responsibility:

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 that period under review;

(iii) the directors have ensured that proper and sufficient care is taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts are prepared on a going concern basis.

Public Deposits:

Your Company has not accepted any deposits from the Public.

Auditors:

M/s. Venugopal & Chenoy, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment. A certificate from the Auditors have been received to the effect that their appointment, if made would be within the limits prescribed under section 224(1)(B) of the Companies Act, 1956.

Particulars of Employees:

During the year under report, no employee throughout the year or part of the year was in receipt of remuneration upto or in excess of the sums prescribed under Section 271(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1956.

Acknowledgements:

Your Directors take this opportunity to place on record their appreciation for the co-operation and support extended by Banks and Business Associates.

Your Directors also wish to place on record their appreciation to all the employees for their sincere and dedicated services rendered to the Company and are also grateful to all the members of the Company for reposing continued trust and confidence in the Management of the Company.

For and on behalf of the Board

Place: Hyderabad B.S. Sahney

Date: May 30, 2012 Chairman & Managing Director

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Mar 31, 2011

Dear Members,

The Directors are pleased to present the Annual Report for the financial year ended March 2011.

1. Operating & financial Performance:

The company's turnover during the year was Rs 3212.80 lakhs compared to Rs. 2051.15 lakhs during the previous year. Gross profit was Rs. 472.97 lakhs as against Rs. 243.37 lakhs during the previous year. Net profit after tax was Rs. 418.74 lakhs as against Rs. 193.86 lakhs in the previous year.

2. Equity Dividend:

In view of the availability of profits, your Directors recommend for payment of dividend on equity shares at Rs 3/ per share (30%) for the year. The same will be paid to the equity shareholders after approval by shareholders at the forthcoming annual general meeting.

3. Prospects:

During the year performance of the Company improved compared to previous year and it is expected that this trend will continue.

4. Directors:

Ms Brijween KaurSahney, Director of the Company, retires at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

5. Delisting of Shares from Stock Exchange:

The promoters of the Company have informed the Company that as per SEBI guidelines, they propose to buy shares from the remaining shareholders, which account for only 1.8% of the total share capital. Company has informed Stock Exchanges of this proposal through a letter dated 1st June 2011.

6. Corporate Governance:

A report on Corporate Governance is enclosed to this report.

7. Director's Responsibility:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) Appropriate accounting policies have been selected and applied consistently, and have 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 31,2011, and of the Profit and Loss Account for the year ended March 31,2011.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

8. Public Deposits:

Your Company has not accepted any deposits from Public.

9. Auditors:

M/s. Venugopal & Chenoy, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of this Annual General Meeting, and are eligible for reappointment.

10. Particulars of Employees:

Director place on record their appreciation for the contribution of employees at all levels.

There were no employees in receipt of remuneration exceeding the limits prescribed for reporting.

11. Acknowledgements:

The Board of Directors is thankful to Canara Bank, the Company's customers, suppliers and its shareholders for their continued assistance and support.

On behalf of the Board

Place: Hyderabad B S Sahney

Date: 1st June, 2011 Chairman & Managing Director

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Mar 31, 2010

The Directors are pleased to present the Annual Report for the financial year ended March 2010.

1. Operating & financial Performance:

The companys turnover during the year was Rs 2051.15 lakhs compared to Rs. 3567.30 lakhs during the previous year. This decrease is on account of slow down in Indian and world economy during past 18 months.

Gross profit was Rs. 250.65 lakhs as against Rs. 693.66 lakhs during the previous year. Net profit after tax was Rs. 193.86 lakhs as against Rs. 279.01 lakhs in the previous year.

2. Equity Dividend:

In view of the availability of profits, your Directors recommend for payment of dividend on equity shares at Rs 3/ per share (30%) for the year. The same will be paid to the equity shareholders after approval by shareholders at the forthcoming annual general meeting.

3. Prospects:

The recession and slow down in world economy have affected the performance of company during the year ended. Your Directors see signs of revival in certain markets which should help improve the revenues of your company.

4. Directors:

(i) Sri B S Sahney, Chairman Managing Director is reappointed for a further period of 3 years with effect from 29.7.2010. A resolution for shareholders approval is proposed at the ensuing annual general meeting.

(ii) Ms Jasmine Pillai, Director of the Company, retires at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

5. Delisting of Shares from Stock Exchange:

The promoters of the Company have informed the Company that as per SEBI guidelines, they propose to buy shares from the remaining shareholders, which account for only 1.8% of the total share capital. Company has informed Stock Exchanges of this proposal through a letter dated 16th June 2010.

6. Corporate Governance:

Areport on Corporate Governance is enclosed to this report.

7. Directors Responsibility:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) Appropriate accounting policies have been selected and applied consistently, and have 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 31,2010, and of the Profit and Loss Account for the year ended March 31.2010.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

8. Public Deposits:

Your Company has not accepted any deposits from Public.

9. Auditors:

M/s. Venugopal & Chenoy, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of this Annual General Meeting, and are eligible for reappointment.

10. Particulars of Employees:

Director place on record their appreciation for the contribution of employees at all levels. Details of employees drawing salary more than the amount specified in Section 217 (2A) of the Companies Act are shown as annexure to this report.

11. Acknowledgements:

The Board of Directors are thankful to Canara Bank, the Companys customers, suppliers and its shareholders for their continued assistance an support.

On behalf of the Board Place: Hyderabad B S Sahney

Date: 16-06-2010 Chairman