Directors Report of Bilpower Ltd.

Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting Twenty Fifth Annual Report together with the Audited Accounts and Auditors'' Report for the year ended 31st March, 2014.

1. Financial Performance:

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

(Rs. in Lacs)

Particulars 2013-2014 2012-2013

Gross Turnover & Other Income 568.70 3769.49

Profit / (Loss) before Exceptional Item, Interest, Depreciation & Taxation (227.87) (1246.12)

Less- Exceptional Item (Provision for Doubtful Debts) 3154.37 755.79

Profit / (Loss) before Interest, Depreciation & Taxation (3382.24) (2001.91)

Less - Interest 38.70 2268.91

Profit / (Loss) before Depreciation & Taxation (3420.94) (4270.82)

Less - Depreciation 33.76 42.40

Profit / (Loss) before tax (3454.70) (4313.22)

Less- Provision for Taxation (Incl. Deferred Tax) 6.82 (122.42)

Net Profit / (Loss) for the year (3461.52) (4190.80)

Add - Surplus brought forward from previous Year (4362.71) (171.91)

Profit / (Loss) available for Appropriations (7824.23) (4362.71)

Appropriations:-

Transfer to General Reserve -

Balance Carried to Balance Sheet (7824.23) (4362.71)

2. Performance Review: For the year 2013-14, the Turnover of the Company has decreased and stood at Rs. 384.64 Lakhs and Net Loss incurred is Rs. 3461.52 Lakhs. The substantial loss has resulted due to exceptional item and lower capacity utilization coupled with falling margins.

3. Dividend: Your Directors do not recommend any dividend for the year under review in view of losses incurred.

4. Directors: Mr. Rajendrakumar Anandilal Choudhary, Director, retire from the Board by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

Pursuant to Sections 149, 150 & 152 of the Companies Act, 2013 read with Companies (Appointment and qualification of Director) Rules, 2014 along with Schedule IV or re-enactment thereof for the time being in force, the Independent Directors can hold office for a term of Five consecutive years on the Board of your Company. Accordingly, it is proposed to appoint Mr. Kesavan Mudakkarappillil Sugathan and Mr. Lalit Laxiram Agarwal, existing Directors as Non - Executive Independent Directors for a term of five consecutive years and shall not be liable to retire by rotation.

The Company has received requisite notice from the respective directors proposing their candidature for appointment as an Independent Director and has also received declaration from the aforesaid Independent Directors confirming that they meet the criteria of Independence as prescribed under provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of the Directors proposed to be appointed/ re-appointed, qualification, experience and the names of the Companies in which they hold directorship, membership of the board committees, as stipulated in the clause 49 of the listing agreement are provided in the Report on Corporate Governance forming a part of the annual report.

5. Directors'' Responsibility Statement: Pursuant to the requirement under Section 2I7(2AA) of the Companies Act, 1956, the Directors, to the Best of their knowledge and belief, confirm that: -

a) In the preparation of the annual accounts for the financial year 2013-14, the applicable accounting standards have been followed and there are no material departures;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made 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 / loss of the Company for the accounting year ended on that date;

c) Proper & sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, I956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a going concern basis.

6. Auditors: M/s. Bansal Bansal & Co, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. Bansal Bansal & Co as statutory auditors of the Company from the conclusion of the Twenty Fifth Annual General Meeting (AGM) till the conclusion of Twenty Sixth Annual General Meeting (AGM).

The Company has received a Certificate from them that their re-appointment, if made, would be within the limits and that they are not disqualified for such an appointment under the Companies Act, 2013. Their reappointment is recommended by the board.

7. Auditors'' Report: As regards Auditor''s remarks in the Audit report, comments of the Board of Directors are as under:

a) Auditor Remark:

The financial statements of the company have been prepared on a going concern basis, notwithstanding the fact that its net worth is fully eroded due to high losses for the financial years 2011-2012, 2012-2013 and 2013-2014. The appropriateness of the said basis is interalia dependent on the company''s ability to infuse requisite funds for meeting its obligations, rescheduling of debt and resuming normal operations.

Boards Comments on the same:

The above Auditors remarks are self explanatory.

b) Auditor Remark:

The company has sent letters to customers in respect of trade receivables for confirming balances outstanding as at March 31,2014, but in most of the cases the customers have not sent written confirmation confirming the balance outstanding as at March 31,2014. In the absence of confirmation any provision to be made for adverse variation in the carrying amounts of trade receivables is not quantified.

Boards Comments on the same:

The Board considers all outstanding balance of customers as on 31st March, 2014 as good and recoverable excepting those considered doubtful and provided for during the financial year 2013-14.

c) Auditor Remark:

The Company has not provided for Interest payable to State Bank of India amounting to Rs. 2341.46 lacs (on various loans from State Bank of India) for the Financial Year 2013-2014. The Company has also not made any provision for penal interest claimed by the Bank. As a result the Loss for the year ended 31st March, 2014 is understated by Rs. 2341.46 lacs and current Liabilities as at 31st March, 2014 are also understated by Rs. 2341.46 Lacs. The amount of penal interest cannot be quantified as the details have not been received from the Bank.

Boards Comments on the same:

Based on the Legal advice received by the Company, it has been decided not to provide any interest on liability of State Bank of India.

d) Auditor Remark:

The Lender Bank of Bil Energy Systems Limited has pursuant to certain Corporate Guarantees given by the Company demanded from the Company their dues from Bil Energy Systems Limited amounting to Rs. 84.69 crores. No provision has been made in the accounts for the probable loss that may arise on account of above demand of Rs. 84.69 crores.

Boards Comments on the same:

Bil Energy Systems Limited, the Borrower in whose favour the Company has given Corporate Guarantee to State Bank of India, has Informed the Company that they are in negotiation with the Lender Bank for settlement/ Re-schedulement of dues and Hence no provision has been made in the account.

e) As regards Auditors'' remarks in Annexure to their report under Item No. 1 (b) & 2 (a), with regard to Physical verification reports of fixed assets and inventories, the same are self explanatory;

f) As regards Auditors'' remarks in Annexure to their report under Item No. 7, with regard to report of internal audit, Company has in house internal audit system commensurate with the size and nature of its business and hence no formal audit report is available.

8. Cost Auditors: Jayant J. Paleja, Practicing Cost Accountant, has been appointed as Cost Auditor to conduct cost audit of the records of the Company for the financial year 2014-2015.

The Company has received a Certificate from them that their appointment would be within the limits and that they are not disqualified for such an appointment under the Companies Act, 2013. Their appointment is accepted by the board.

9. Tax Provisions: The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the Company.

10. Fixed Deposits: During the year ended on 31st March, 2014, the Company has not accepted any Fixed Deposit from public under Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

11. Management''s Discussion and Analysis Report: A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management''s Discussion and Analysis Report, which forms part of this Report as Annexure I.

12. Corporate Governance: We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report. The Auditors'' Certificate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report as Annexure II.

13. Energy Conservation and Technology Absorption: In view of the nature of business of the Company the information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology absorption is not given as electricity purchased and consumption per unit of sales is not sizeable.

14. Foreign Exchange earnings and outgo:

Your Company earned/spent foreign exchange as under during the year.

Earnings : Rs. Nil

Outgo : Rs. Nil

15. Particulars of Employees: There are no employees covered under Section 2I7(2A) of the Companies Act, 1956.

16. Acknowledgement: The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The directors express their gratitude to the shareholders for their continuing confidence in the Company. The directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company''s vision and mission.

On behalf of the Board of Directors, For Bilpower Limited Sureshkumar Anandilal Choudhary Din: 00494510 Mumbai, 28th May, 2014 Chairman

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Mar 31, 2013

Dear Members,

The Directors of your Company have pleasure in presenting Twenty Fourth Annual Report together with the Audited Accounts and Auditors'' Report for the year ended 31st March, 2013.

1. Financial Performance:

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

(Rs. in Lacs)

Particulars 2012-2013 2011-2012

Gross Turnover & Other Income 3769.49 36079.27

Profit before Exceptional Item, Interest, Depreciation & Taxation (1246.12) 831.60

Less- Exceptional Item (Provision for Doubtful Debts) 755.79 580.12

Profit before Interest, Depreciation & Taxation (2001.91) 251.48

Less - Interest 2268.91 2065.49

Profit / Loss before Depreciation & Taxation (4270.82) (1814.01)

Less - Depreciation 42.40 46.07

Profit / Loss before tax (4313.22) (1860.08)

Less- Provision for Taxation (Incl. Deferred Tax) (122.42) (1.58)

Net Profit / Loss for the year (4190.80) (1858.50)

Add - Surplus brought forward from previous Year (171.91) 1686.59

Profit available for Appropriations (4362.71) (171.91)

Appropriations:

Transfer to General Reserve - -

Proposed Dividend - -

Balance Carried to Balance Sheet (4362.71) (171.91)

2. Performance Review: For the year 2012-13, the Turnover of the Company has decreased and stood at Rs. 3536.07 Lakhs and Net Loss incurred is Rs. 4190.80 Lakhs. The substantial loss has resulted due to lower capacity utilization, falling margins and higher cost of finance.

3. Dividend: Your Directors do not recommend any dividend for the year under review in view of losses incurred.

4. Directors: Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. Lalit Agarwal was appointed as an Additional Director of the Company with effect from 14th November, 2012 and would hold Office up to the date of ensuing Annual General Meeting.

Mr. Rajendra Kumar Choudhary, Director, retire from the Board by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. The Notice convening the Annual General Meeting includes the proposal for his re-appointment. .

The Board is of the view that Mr. Suresh Kumar Choudhary has vast experience and knowledge and his appointment as the Whole-time Director on terms & conditions as mentioned above including remuneration, will be in the interest of the Company. So the Remuneration Committee & Board of Director at meetings held on 14th November, 2012 have approved the appointment of Mr. Suresh Kumar Choudhary subject to approval of shareholders at ensuing Annual General Meeting for a tenure of three (3) years with effect from 14th November, 2012 on terms and conditions as stated in the explanatory statement annexed to Notice of the Annual General Meeting.

The Company has received notices in writing from members proposing the candidature of above directors.

Brief resumes of the above Directors, nature of their expertise in specific functional areas and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report.

During the year Mr. Rajendra Kumar Choudhary resigned being the Whole Time Director of the Company with effect from 14th November, 2012. However, Mr. Rajendra Kumar Choudhary holds position as Non Executive Director of the Company. Mr. Naresh Kumar Choudhary & Mr. Mrugen Shah, Directors have resigned with effect from 12th December, 2012 & 12th February, 2013 respectively. Your Directors wish to place on records their sincere appreciation for the invaluable services rendered by them during their tenure as Directors.

5. Bonus Issue: During the year your Company has issued 10500800/- fully paid up bonus Equity Shares of Rs. 10/ - each in the ratio of 1:1 on 08th October,

2012. Consequently the Issued and Paid up Equity Shares Capital of the Company has increased from Rs. 105008000/- to Rs. 210016000/-

6. Directors'' Responsibility Statement: Pursuant to the requirement under Section 2I7(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made 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 / loss of the Company for the accounting year ended on that date;

c) Proper & 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 & detecting fraud and other irregularities and;

d) The annual accounts of the Company have been prepared on a going concern basis.

7. Auditors: The present Statutory Auditors of the Company, M/s. Bansal Bansal & Co, Chartered Accountants, Mumbai, having firm registration number I00986W issued by the Institute of Chartered Accountants of India (ICAI), retire as Statutory Auditors at the conclusion of this Annual General Meeting. They are eligible for re-appointment and the Company has received a Certificate from them stating that their re-appointment, if made, would be within the limits under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such an appointment within the meaning of sub-sections (3) and (4) of Section 226 of the Companies Act, 1956. Their reappointment is recommended by the Board.

8. Auditors'' Report:

As regards Auditor''s remarks in the Audit report, comments of the Board of Directors are as under:

I) The financial statements of the company have been prepared on a going concern basis, notwithstanding the fact that its net worth is substantially eroded due to high losses for the financial years 2011-2012 and 2012-2013. The appropriateness of the said basis is interlaid dependent on the company''s ability to infuse requisite funds for meeting its obligations, rescheduling of debt and resuming normal operations.

The above Auditors remarks are self explanatory.

2) The company has sent letters to customers in respect of trade receivables for confirming balances outstanding as at March 31, 2013, but in most of the cases the customers have not sent written confirmation confirming the balance outstanding as at March 31, 2013. In the absence of confirmation any provision to be made for adverse variation in the carrying amounts of trade receivables is not quantified.

The Company has sent balance confirmation letter as advised by the bank as on 31st March 2013 with a request to send confirmation letter directly to State Bank of India, but as informed by the State Bank of India in most of the cases confirmation have not been received by them. However the Board considers all outstanding balance of customers as on 31st March 2013 as good and recoverable and hence no provision has been made.

3) Recognition of Deferred Tax Credit in contravention of Accounting Standard 22 on ''Accounting for Taxes on Income'':-

The company has recognized Deferred Tax Asset on account of unabsorbed losses and allowances during the year aggregating to Rs. 6848901.05 (For year ended March 31, 2012 - NIL)( Total amount recognized up to March 31,2013 Rs. 6848901.05). This does not satisfy the virtual certainty test for recognition of deferred tax credit as laid down in Accounting Standard 22

The Company had incurred huge operational loss during the year under review and net worth had substantially eroded. In view of this the management had thought it appropriate and prudent not to make provision for deferred tax assets during the year.

4) As regards Auditors'' remarks in Annexure to their report under Item No. I (b) & 2 (a), with regard to physical verification report of fixed assets and inventories, the same are self explanatory;

5) As regards Auditors'' remarks in Annexure to their report under Item No. 7, with regard to report of internal audit, Company has in house internal audit system commensurate with the size and nature of its business and hence no formal audit report is available.

9. Cost Auditors: The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Accounting Records) Rules, 2011 published vide GSR 430(E) dated 03rd June, 2011 and Cost Audit order no. 52/26/CAB-20I0 dated 24th January, 2012 which has become applicable to the Company with effect from the financial year 2011-12. Henceforth, the Company is required to maintain and keep cost records of all its units and branches. Further, the Company to which these rules apply would be required to submit a Compliance Report duly certified by a Cost Accountant, along with the Annexure to the Central Government in prescribed Form. In view of the above, based on the recommendations of Audit Committee, the Board of Directors at its meeting held on 4th June, 2012, had appointed Mr. Jayant J. Paleja, a Practicing Cost Accountant, as Cost Accountant to issue the Compliance Certificate for the financial year 2012-2013 and at the Board meeting held on 29th May, 2013, has approved his appointment for conducting cost audit of the Company for the financial year 2013-14.

Necessary certificate and consent letter from the said Auditor has been obtained to the effect that their appointment, if made, would be within the limits prescribed under Section 224(IB) of the Companies Act, 1956.

10. Tax Provisions: The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the Company.

11. Fixed Deposits: During the year ended on 31st March 2013, the Company has not accepted any Fixed Deposit from public under Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

12. Management''s Discussion and Analysis Report: A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management''s Discussion and Analysis Report, which forms part of this Report as Annexure - I.

13. Corporate Governance: We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report as Annexure II. The Auditors'' Certificate on compliance with Corporate Governance requirements by the Company is enclosed after the Corporate Governance Report.

14. Energy Conservation and Technology Absorption: In view of the nature of business of the Company the information required under Section 217(1)

(e) of the Companies Act, I956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, I988 with respect to conservation of Energy, Technology absorption is not given as electricity purchased and consumption per unit of sales is not sizeable.

15. Foreign Exchange earnings and outgo:

Your Company earned/spent foreign exchange as under during the year.

Earnings : Rs. Nil.

Outgo : Rs. 8.32 Lakhs

16. Particulars of Employees:

There is no employee drawing remuneration which is in excess of the limits laid down in Section 2I7(2A) of the Companies Act, 1956.

17. Acknowledgement:

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The directors express their gratitude to the shareholders for their continuing confidence in the Company. The directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company''s vision and mission.

On behalf of the Board of Directors,

For Bilpower Limited

Suresh Kumar Choudhary

Mumbai, 29th May, 20I3 Chairman

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Mar 31, 2012

The Directors of your Company have pleasure in presenting Twenty Third Annual Report together with the Audited Accounts and Auditors' Report for the year ended 31st March, 2012.

1. Financial Performance:

The financial performance of the Company for the year ended 31st March, 2012 is as summarized below:-

(Rs. in Lacs)

Particulars 2011-2012 2010-2011 Gross Turnover & Other Income 36079.27 40892.45

Profit before Exceptional Item, Interest, Depreciation & Taxation 831.60 2373.20

Less - Exceptional Item (Provision for Doubtful Debts) 580.12 -

Profit before Interest, Depreciation & Taxation 251.48 2373.20 Less – Interest 2065.49 1691.44

Profit/Loss before Depreciation & Taxation (1814.01) 681.76

Less – Depreciation 46.07 48.35

Profit/Loss before tax (1860.08) 633.41

Less– Provision for Taxation (Incl. Deferred Tax) (1.58) 203.39

Net Profit/Loss for the year (1858.50) 430.02

Add – Surplus brought forward from previous Year 1686.59 6810.30

Profit available for Appropriations (171.91) 7240.32

Appropriations:- Transfer to Bil Energy Systems Ltd. (Pursuant to scheme of Arrangement) - 5415.69

Transfer to General Reserve - 16.00

Proposed Dividend - 105.01

Dividend Distribution Tax - 17.03

Balance Carried to Balance Sheet (171.91) 1686.59

2. Performance Review:

For the year 2011-12, the Turnover of the Company has decreased and stood at Rs. 35612.10 Lakhs and Loss incurred is Rs. 1858.50 Lakhs. The substantial loss has resulted due ultimately to the fact that the payment position of the SEBs, being the govt. utilities constituting the biggest chunk of transformer buyers went from bad to worse. The Electrical Lamination manufactured by the company is supplied to transformer manufacturers. As the entire power sector is grappling with crisis, your company also had to bear the brunt. The misery was compounded by weakening of Rupee and the interest rates becoming stronger and stronger.

3. Dividend:

Your Directors do not recommend any dividend for the year under review in view of losses incurred.

4. Directors:

Mr. Naresh Kumar Choudhary and Mr. Mrugen Shah, Directors, retire from the Board by rotation and being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting. The Notice convening the Annual General Meeting includes the proposals for re-appointment of Directors.

Brief resumes of the above Directors, nature of their expertise in specific functional areas and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report. During the year, Mr. Alexander Koshy Prince Vaidyan was appointed as Additional Director (Independent Non Executive) w.e.f. 23rd September, 2011 and had resigned from the Board of Directors w.e.f. 23rd May, 2012. Further, Mr. Gouri Sankar Sarkar, Independent Non-Executive Director, had also resigned w.e.f 23rd May, 2012. Your Directors wish to place on records their sincere appreciation for the invaluable services rendered by them during their tenure as Directors.

The Board of Directors of the Company at its meeting held on 26th July, 2007 had appointed Mr. Rajendra Kumar Choudhary as the Whole- time Director of the Company for a period of Five (5) years with effect from 01st October, 2007 in terms of Sections 198, 269, 309, 310 and 311 of the Companies Act, 1956 (the Act) read with Schedule XIII to the Act and his appointment was approved by the Shareholders at the 18th Annual General Meeting of the Company held on 22nd September, 2007.

The Board is of the view that Mr. Rajendra Kumar Choudhary has vast experience and knowledge and his re-appointment as the Whole- time Director on fresh terms & conditions as mentioned below including remuneration, will be in the interest of the Company. So the

Remuneration Committee & Board of Director at meetings held on 14th August, 2012 have approved the re-appointment of Mr. Rajendra Kumar Choudhary subject to approval of shareholders at ensuing Annual General Meeting for a tenure of three (3) years with effect from 01st October, 2012 on revised terms and conditions as stated in the explanatory statement annexed to Notice of Annual General Meeting. The information on the particulars of Directors seeking reappointment as required under Clause 49 of the Listing Agreement with the Stock exchange has been given under the Report on Corporate Governance.

5. Directors' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made 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/loss of the Company for the accounting year ended on that date;

c) Proper & 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 & detecting fraud and other irregularities and;

d) The annual accounts of the Company have been prepared on a going concern basis.

6. Auditors:

The present Statutory Auditors of the Company, M/s. Bansal, Bansal & Co, Chartered Accountants, Mumbai, having firm registration number 100986W issued by the Institute of Chartered Accountants of India (ICAI), retire as Statutory Auditors at the conclusion of this Annual General Meeting. They are eligible for re-appointment and the Company has received a Certificate from them that their re-appointment, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such an appointment within the meaning of sub-sections (3) and (4) of Section 226 of the Companies Act, 1956. Their reappointment is recommended by the Board.

7. Auditors' Report:

As regards Auditors' remarks in the Audit report, comments of the Board of Directors are as under:

a. As regards Auditors' remarks in Annexure to their report under Item No. 1 (b) & 2 (a), with regard to physical verification report of fixed assets and inventories, the same are self explanatory;

b. As regards Auditors' remarks in Annexure to their report under Item No. 7, with regard to report of internal audit, Internal Audit is sort of concurrent Internal Audit wherein Internal Auditor does not submit formal report.

8. Cost Auditors:

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Accounting Records) Rules, 2011 published vide GSR 430(E) dated 03rd June, 2011 and Cost Audit order no. 52/26/CAB-2010 dated 24th January, 2012 which has become applicable to the Company with effect from the financial year 2011-12. Henceforth, the Company is required to maintain and keep cost records of all its units and branches. Further, the Company to which these rules apply would be required to submit a Compliance Report duly certified by a Cost Accountant, along with the Annexure to the Central Government in prescribed Form. In view of the above, based on the recommendations of Audit Committee, the Board of Directors at its meeting held on 13th February, 2012, had appointed Mr. Jayant J. Paleja, a Practicing Cost Accountant, as Cost Accountant to issue the Compliance Certificate for the financial year 2011-2012 and at the Board meeting held on 04th June, 2012, has approved his appointment for conducting cost audit of the Company for the financial year 2012-13.

Necessary certificate and consent letter from the said Auditor has been obtained to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

9. Tax Provisions:

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the Company.

10. Fixed Deposits:

During the year ended on 31st March, 2012, the Company has not accepted any Fixed Deposit from public under Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

11. Management's Discussion and Analysis Report:

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management's Discussion and Analysis Report, which forms part of this Report as Annexure- I.

12. Corporate Governance:

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report as Annexure II. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is enclosed after the Corporate Governance Report.

13. Energy Conservation and Technology Absorption:

In view of the nature of business of the Company the information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology absorption is not given as electricity purchased and consumption per unit of sales is not sizeable.

15. Particulars of Employees:

There is no employee drawing remuneration which is in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956.

16. Acknowledgement:

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently. The directors express their gratitude to the shareholders for their continuing confidence in the Company. The directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company's vision and mission.

On behalf of the Board of Directors, For Bilpower Limited

Suresh Kumar Choudhary Chairman

Mumbai, 14th August, 2012

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Mar 31, 2011

Dear Members,

The Directors of your Company have pleasure in presenting Twenty Second Annual Report together with the Audited Accounts and Auditors' Report for the year ended 31st March, 2011.

1. Financial Performance:

The financial performance of the Company for the year ended 31st March, 2011 is as summarized below:-

(Rs. in Lacs)

Particulars 2010-20111 2009-2010

Gross Turnover & Other Income 39938.17 45718.03

Profit before Interest, Depreciation & Taxation 1418.88 3035.71

Less - Interest (737.12) (846.73)

Profit before Depreciation & Taxation 681.76 2188.98

Less - Depreciation (48.35) (282.65)

Profit before tax 633.41 1906.33

Less- Provision for Taxation (Incl. Deferred Tax) (203.39) (390.55)

Net Profit for the year 430.02 1515.78

Add - Surplus brought forward from previous Year 6810.30 6058.78

Profit available for Appropriations 7240.32 7574.56

Appropriations:-

Transfer to General Reserve 16.00 550.00

Proposed Dividend 105.01 189.01

Dividend Distribution Tax 17.03 25.25

Balance Carried to Balance Sheet : 7102.28 6810.30

2. Performance Review:

The Turnover of the Company decreased and stood at Rs. 39938.17 Lacs and net profit has also decreased to Rs. 430.02 Lacs for the year 2010-11, mainly due to demerger of manufacturing unit of the Company at Wada into resultant Company Bil Energy Systems Limited pursuant to High Court Order dated 24th September, 2010.

3. Dividend:

Keeping in view the lower profits as well as recognizing the need to reward the shareholders, your Directors are pleased to recommend for the approval of the shareholders, a dividend of 10% (Rs. 1/- per equity share) on 1,05,00,800 equity shares of Rs. 10/- each for the financial year ended on 31st March, 2011.

4. Directors:

Mr. Suresh Kumar Choudhary and Mr. Rajendra Kumar Choudhary, Directors, retire from the Board by rotation and being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting. The Notice convening the Annual General Meeting includes the proposals for re-appointment of Directors.

Brief resumes of the above Directors, nature of their expertise in specific functional areas and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report.

Mr. Ashok Bansal, Mr. V.K Pandit and Mr. Vinod Kumar Agarwal have tendered their resignation w.e.f 31st December, 2010,27th March, 2011 and 30th March, 2011 respectively. Your Directors wish to place on record their sincere appreciation for the invaluable sendees rendered by them.

5. Whole Time Company Secretary under Section 383A of the Companies Act, 1956:

During the year, Ms. Priyanka Jain was appointed as Whole time Company Secretary of the Company with effect from 15th February, 2011.

6. Demerger of Wada Unit:

Pursuant to the scheme of arrangement under Sections 391 to 394 of the Companies Act, 1956 (the scheme), manufacturing unit at Wada belonging to the Company was demerged into resultant Company viz. Bil Energy Systems limited (BESL) with effect from 1st April, 2010 on a going concern basis. The Scheme has been approved inter alia by the Shareholders of the Company on 18th May, 2010 and Hon'ble High Court of Bombay on 24th September, 2010 and the order has been filed with the Registrar of Companies, Maharashtra, Mumbai on 14th October, 2010 and became effective.

7. Directors' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that: -

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made 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, 2011 and of the Profit of the Company for the accounting year ended on that date;

c) Proper & 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 & detecting fraud and other irregularities; and;

d) The annual accounts of the Company have been prepared on a going concern basis.

8. Auditors:

The present Statutory Auditors of the Company, M/s. Bansal, Bansal & Co., Chartered Accountants, Mumbai, having firm registration number 100986W issued by the Institute of Chartered Accountants of India (ICAT), retire as Statutory Auditors at the conclusion of this Annual General Meeting. They are eligible for re-appointment and the Company has received a Certificate from them that their re-appointment, if made, would be within the limits under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such an appointment within the meaning of sub-sections (3) and (4) of Section 226 of the Companies Act, 1956. Their re-appointment is recommended by the Board.

9. Auditors' Report:

The notes on accounts referred to 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. The Accounts have been prepared in accordance with the Accounting Standards prescribed by The Institute of Chartered Accountants of India in this regard.

10. Tax Provisions:

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the Company.

11. Fixed Deposits:

During the year ended on 31st March 2011, the Company has not accepted any Fixed Deposits from public under Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

12. Management's Discussion and Analysis Report:

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management's Discussion and Analysis Report, which forms part of this Report as Annexure- I.

13. Corporate Governance:

We adhere to the principle of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report "on Corporate Governance forms part of this Report as Annexure II. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is enclosed after the Corporate Governance Report.

14. Energy Conservation and Technology Absorption:

In view of the nature of business of the Company which is labour intensive, the information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology absorption is not given as electricity purchased and consumption per unit of production is not sizeable.

15. Foreign Exchange earnings and outgo:

Your Company earned/spent foreign exchange as under during the year.

Earnings : Rs. Nil

Outgo : Rs. 1530.37 lacs

16. Particulars of Employees:

There is no employee drawing remuneration which is in excess of the limits laid down in Section 217(2A) of the Companies Act, 1956.

17. Acknowledgement:

The Board wishes to place on record its sincere appreciation for the assistance and cooperation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently. The directors express their gratitude to the shareholders for their continuing confidence in the Company. The directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company's vision and mission.

On behalf of the Board of Directors, For Bilpower Limited

Suresh Kumar Choudhary Chairman

Mumbai, 13th August, 2011

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Mar 31, 2010

The Directors of your Company have pleasure in presenting Twenty First Annual Report together with the Audited Accounts and Auditors Report for the year ended 31st March, 2010.

1. Financial Performance:-

The financial performance of the Company, on standalone basis, for the Year ended 31st March, 2010 is as summarized below: -

(Rs. In Lacs)

Particulars 2009-2010 2008-2009

Gross Turnover & Other Income 45865.48 42994.83

Profit before Interest, Depreciation & Taxation 3035.71 3415.44

Less - Interest (846.73) (1085.67)

Profit before Depreciation & Taxation 2188.98 2329.77

Less - Depreciation (282.65) (201.50)

Profit before tax 1906.33 2128.27

Less- Provision for Taxation (Incl. Deferred Tax) 390.55 517.80

Net Profit for the year 1515.78 1610.47

Add — Surplus brought forward from previous Year 6058.81 5210.44

Profit available for Appropriations 7574.59 6820.91 Appropriations:-

Transfer to General Reserve 550.00 550.00

Proposed Dividend 189.01 189.01

Dividend Distribution Tax 25.25 23.09

Balance Carried to Balance Sheet 6810.33 6058.81

2. Performance Review: -

The Turnover of the Company increased by 6.68% and stood at Rs. 458.65 crores as compared to Rs. 429.95 crores in the previous year.

The profit after tax was lower at Rs.15.16 crores, compared to Rs. 16.10 crores during 2008-09, mainly due to the volatile prices of the raw material.

3. Dividend:-

Your Directors are pleased to recommend for the approval of the shareholders, a dividend of 18% (Re.1.80 per equity share) on 1,05,00,800 equity shares of Rs.10/- each for the financial year ended on 31st March, 2010.

4. Directors:-

Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. Gouri Sankar Sarkar and Mr. Mrugen Shah were appointed as Additional Directors of the Company w.e.f. 14th August, 2010 and would hold Office up to the date of ensuing Annual General Meeting.

Mr. Ashok Bansal and Mr. Vinod Kumar Agrawal, Directors, retire from the Board by rotation and being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting. The Notice convening the Annual General Meeting includes the proposals for re-appointment of Directors.

The Company has received notices in writing from members proposing the candidature of above directors.

Brief resumes of the above Directors, nature of their expertise in specific functional areas and names of the Public Limited companies in which they hold directorships and memberships / chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report.

Mr. Naresh Kumar Choudhary shall be Director instead of Managing Director of the Company w.e.f. 14th August, 2010.

Mr. N.K. Jain and Mr. Rajan Menda have tendered their resignation w.e.f 14th August, 2010. Your Directors wish to place on records their sincere appreciation for the invaluable services rendered by them.

5. Subsidiary Company:-

A statement regarding subsidiary Companies Tarapur Transformers Limited and Bil Energy Systems Limited, pursuant to Section 212 of the Companies Act, 1956 is attached to the Balance Sheet of the Company. Tarapur Transformers Limited has ceased

to be a subsidiary of Bilpower Limited pursuant to the IPO of Tarapur Transformers Limited in April, 2010. The IPO received good response from the investing fraternity for which the board expresses its gratitude.

6. Directors Responsibility Statement:-

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that: -

A. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures from the same.

B. Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made 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, 2010 and of the Profit of the Company for the accounting year ended on that date.

C. Proper & 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 & detecting fraud and other irregularities; and,

D. The annual accounts of the Company have been prepared on a going concern basis.

7. Auditors:-

The present Statutory Auditors of the Company, M/s. Bansal, Bansal & Co, Chartered Accountants, Mumbai, retire as Statutory Auditors at the conclusion of this Annual General Meeting. They are eligible for re-appointment and the Company has received a Certificate from them that their re-appointment, if made, would be within the limits under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such an appointment within the meaning of sub-sections (3) and (4) of Section 226 of the Companies Act, 1956. Their reappointment is recommended by the board. Additionally, it is also declared that one of the partners of the above firm is a relative of Mr. Ashok Bansal, Director of the Company.

8. Auditors Report:-

The notes on accounts referred to 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. The Auditors Report on the Consolidated Accounts is also attached. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by The Institute of Chartered Accountants of India in this regard.

9. Tax Provisions:-

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 and Wealth Tax Act, 1957 as well as other relevant laws governing taxation on the company.

10. Fixed Deposits:-

During the year ended on 31st March 2010, the Company has not accepted any Fixed Deposits from public under Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

11. Corporate Governance:-

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report as Annexure II. The Auditors Certificate on compliance with Corporate Governance requirements by the Company, is attached the Corporate Governance Report.

12. Managements Discussion and Analysis Report:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Managements Discussion and Analysis Report, which forms of this Report as Annexure- I.

13. Energy Conservation and Technology Absorption:-

In view of the nature of business of the Company which is labour intensive, the information required under Section 217(1) (e) of the Companies Acts 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology absorption is not given as electricity purchased and consumption per unit of production is not sizeable.

14. Foreign Exchange earnings and outgo:-

Your Company earned/spent foreign exchange as under during the year.

Earnings : Rs. Nil

Outgo : Rs. 4606.82 lacs

15. Particulars of Employees:-

A Statement, as required under Sub Section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rule, 1975, forms part of this Report. However, as per the provisions of Section 219 of the Companies Act, « 1956, the Report and Accounts are being sent to all Shareholders of your Company excluding the aforesaid information. Any Shareholder interested in obtaining such particulars may write to the Compliance Officer at the Registered Office of the Company.

16. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance and cooperation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The directors express their gratitude to the shareholders for their continuing confidence in the Company. The directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Companys vision and mission.

On behalf of the Board of Directors, For Bilpower Limited

Suresh Kumar Choudhary Chairman Mumbai, 14th August, 2010