Directors Report of Elango Industries Ltd.

Mar 31, 2015

Dear Members,

The Board of Directors have great pleasure in presenting the 26,h Annual Report of the Company together with the Audited Balance Sheet of the Company as at 31st March, 2015, the Statement of Profit and Loss for the year ended on that date and the Auditors' Report thereon.

FINANCIAL 5UMMARY/ HIGHLIGHTS:

Rs. Lakhs

2014-15 2013-14

Net Sales - -

Other income - 15.19

Profit/Loss Before Depreciation and Tax -74.87 -11.59

Depreciation - 1.51

Profit/Loss before Tax -74.87 -10.08

Less : Provision for Tax - -

Profit/Loss after Tax -74.87 -10.08

Add : Profit brought forward 64.95 75.03

Adjustments related to fixed assets -9.35 -

Profit/Loss Carried to Balance Sheet -19.27 64.95

There were no activities in the company during the year under review. The company has invested its surplus funds in a power generating company.

OUTLOOK:

There were no significant activities in the company for the past few years and in order to generate revenues, the company has planned to undertake and execute EPC Contracts and Operations & Maintenance - O & M Contracts for M/s Cauvery Power Generation Chennai Private Ltd -"CPGCPL", Chennai and 0 & M Contracts for M/s Cauvery Solar Power Private Ltd -"CPGCPL", Chennai (both are Group Companies) for which necessary resolutions have been proposed for getting the approval of shareholders in the ensuing Annual General Meeting.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting financial position of the company between 31st March 2015 and the date of Board's Report.

No changes in-the nature of business to be reported in the Board's Report.

DIVIDEND:

Considering financial performance, Your Directors have decided not to declare any Dividend for this year.

BOARD MEETINGS:

During the Financial Year eight meetings of the Board of Directors were held on 16-05-2014,14-07-2014, 25-08-2014, 22-09-2014, 24-10-2014,10-12-2014,30-01-2015 and 09-03-2015.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year under report, Dr. M. Ramasamy (DIN-06920191) was appointed as an Independent Director on 14-07-2014 for a period of five consecutive years.

Due to pre-occupations, Mr. R.Ramesh (DIN 02874213) resigned from the Directorship of the company with effect from 12-05-2014.

Dr. V.R Subramanian (DIN-02874175) and Mr. V. Narayanan (DIN-02890381) were appointed as Independent Directors of the company by passing special resolution under Section 149 of the Companies Act 2013.

During the year under report, Ms. Preethi Natarajan (DIN-07117043) was appointed as an Independent Woman Director on 09-03-2015 for a period of five consecutive years.

Due the year under report, Mr. R.Ramesh was appointed as Chief Financial Officer of the company at the Board meeting held on 09-03-2015.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6) of the Companies Act 2013.

SECRETARIAL AUDIT:

Secretarial Audit Report as provided by M/s S. Dhanapal Associates, Practicing Company Secretaries, is annexed to this Report as annexure

COMPOSITION OF AUDIT COMMITTEE:

The composition of Audit Committee is given in the section "Report on Corporate Governance" of this Report.

REASONS FOR NOT ACCEPTING THE RECOMMENDATIONS OF THE AUDIT COMMITTEE:

There are no recommendations of the Audit Committee not accepted by the Board.

THE COMMITTEE FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR:

a)Constitution of Nomination and Remuneration Committee:

The Board of Directors at their meeting held or 16-05-2014 constituted a committee of the Board of Directors was constituted to be called as "Nomination and Remuneration Committee" and framed the "Nomination and Remuneration Policy" in accordance with the provisions of Section 178 of the Companies Act, 2013 with the following members:

1. Mr.S.A.Premkumar

2. Mr.V.Narayananan

3. Dr.M.Ramasamy

Nomination and Remuneration Policy

The Company has Audit cum Remuneration Committee in accordance with the provisions of Listing Agreement with Stock Exchange. The Board of Directors of the Company has constituted "Nomination and Remuneration Committee" on 16"' May, 2014 in compliance with the provisions of Section 178 of the Companies Act, 2013 and Listing Agreement.

Objectives:

The Key Objectives of the Committee and the Policy:

a) to guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) to recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

Role of Committee:

The role of the Committee inter alia will be the following:

a) to formulate a criteria for determining qualifications, positive attributes and independence of a. Director.

b) to recommend to the Board the appointment and removal of Senior Management.

c) to carry out evaluation of Director's performance and recommend to the Board appointment / removal based on his / her performance.

d) to recommend to the Board on (i) policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management remuneration and incentive.

e) to make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the iaw and their service contract;

f) to ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

Remuneration Policy:

Managing Director (s) and Independent Directors

Nomination and Remuneration Committee shall recommend the remuneration, including the commission based on the net profits of the Company for the Executive and Non - Executive Directors. This will be then approved by the Board and shareholders. Prior approval of shareholders will be obtained wherever applicable.

The Company does not pay remuneration by way of salary, perquisites and allowances (fixed component) to Managing Director(s), Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity

CS and Senior management personnel

The remuneration of CS and senior management largely consists of basic salary, perquisites, allowances and performance incentives. Perquisites and retirement benefits are paid according to the Company policy subject to prescribed statutory ceiling. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience/merits, performance of each employee. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry.

b) Constitution Of Stakeholders' Relationship Committee:

The Board of Directors at their meeting held on 16-05-2014 constituted a committee of the Board of Directors to be called as Stakeholders' Relationship Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 with the following members:

1. Mr.S.A.Premkumar

2. Mr.V.Narayananan

3. Dr.M.Ramasamy

VIGIL MECHANISM:

The company has established a vigil mechanism (for directors and employees to report genulus concerns) pursuant to the provisions of section 177(9) &, (10) of the Companies Act, 2013 and as Clause 49 of the Listing Agreement and there no significant events for reporting.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm:

a) That in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures ;

b) That the Directors had selected such Accounting Policies and applied them consistently and ma de 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 ended on 31st March 2015

c) That the Directors had taken proper and sufficient care for maintenance of adequate account records for the year ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for the prevention and detection of Fraud and other irregularities.

d) That the Directors had prepared the Annual Accounts on an ongoing basis.

e) That the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) That the directors had devised proper systems to ensure compliance with the provisions of till applicable laws and that such systems were adequate and operating effectively.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES:

The company has invested its surplus funds in Kaveri Gas Power Ltd and its performance is satisfactory.)

AUDITORS:

M/s. V. SENTHILNATHAN & Co., Chartered Accountants, Chennai, the Statutory Auditors of the Company,) retires at the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointmemt

QUALIFICATIONS IN AUDIT REPORTS:

With regard to the observation by the statutory auditor on Note No S to the financial statements during the year under review, the Board of Directors are initiating steps to revive the business activities.

DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & 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 Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment and all employees (permanent, contract, temporary, trainees) are covered under this policy. During the year NO complaints has been received by the ICC on sexual harassment.

DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The company has no activities at present and hence details are not furnished.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The internal control systems are adequate considering the present state of business

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not taken any secured loans or unsecured loans under the Companies Act 2013.

RISK MANAGEMENT POLICY:

As already stated since the company has no activities there are no assets which are active. Hence the company has not framed any risk management policy.

FORMAL ANNUAL EVALUATION:

The performance evaluation of independent directors shall be done by the entire Board of Directors excluding the director being evaluated. On the basis of the report of performance evaluation it shall be determined whether to extend or continue the term of appointment of the independent director.

RATIO OF REMUNERATION TO EACH DIRECTOR:

The company has paid Rs 30,000/- To Dr. M. Ramasamy, towards sittings fees during the year.

LISTING WITH STOCK EXCHANGES:

The company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the company's shares are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report.

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

SECRETARIAL STANDARDS:

The company has adhered to the Secretarial Standard -10 and made disclosures in relation to the Boards' Report for the year under review.

EVENT BASED DISCLOSURES:

Since the company has not issued any Sweat Equity Shares, Equity Shares with differential voting rights and issue of shares under employees stock option scheme, the details are not given.

The company had not made any purchase of shares or given any loans for purchase of shares.

The company had not made any buy- back of shares.

DIRECTORS SEEKING RE-APPOINTMENT:

i.) Mr.S.EIangovan aged about 57 years.

ii.) Mr.SAPremkumar, aged about 44 Tears having more than 11 years in the Power Generation Industry,

iii)Mr. K. S.Shanmugam, aged about 91 years.

The brief resume of the directors proposed to be re-appointed and other relevant information have been furnished in the Notice convening the AGM. Appropriate resolutions for their appointment/re- appointment are being placed for approval of the members at the AGM. The board therefore recommends their appointment / re-appointment as directors of the Company.

ACKNOWLEDGEMENT

Tour Directors would like to place on record their gratitude to the Members for their continued support and confidence. Your Directors also would like to thank the Staff Members at various levels for their committed Services for the Company.

For and on behalf of the Board

Place: Chennai Date: 28-05-201S (S.EIangovan) Chairperson & Managing Director

---

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the 25th Annual Report of the Company together with the Audited Balance Sheet of the Company as at 31st March, 2014, the Profit and Loss Account for the year ended on that date and the Auditors'' Report thereon.

FINANCIAL REVIEW

Rs. Lakhs 2013-14 2012-13

Net Sales - -

Other Income 15.19 15.19

Profit Before Depreciation and Tax (11.59) (36.54)

Depreciation 1.51 1.75

Profit before Tax (10.08) (38.29)

Less : Provision for Tax - -

Profit after Tax (10.08) (38.29)

Add : Profit brought forward 75.03 113.32

Profit Carried to Balance Sheet 64.95 75.03

DIVIDEND

Considering financial performance, your Directors have decided not to declare any Dividend for this year.

FUTURE OUTLOOK

The Company has invested its surplus funds in a power generating company and has generated income in the form of dividend to the tune of Rs 15,19 Lakhs.

DEPOSITS

No Fixed Deposits were accepted by the Company during the year.

DIRECTORS

Mr.S.A.Premkumar Director of the Company, who retire by rotation and being eligible, offer themselves for re-appointment.

Mr.R. Ramesh, Director of the company resigned from the Directorship of the company and ceased to be the Director with effect from 12-05-2014 of the company.

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner of appointment, roles, functions, duties, re-appointment of independent directors (IDs) and (he relevant rules under the Companies Act, 2013 (the Act 2013) and made them effective 1st April 2014. The existing composition of the Company’s board is fully in conformity with the applicable provisions of the Act 2013 and Clause 49 of the Listing Agreement having the following directors as non-executive IDs, namely Mr.V.R. Subramanian, Mr.V.Narayanan and Dr.M.Ramasamy.

In terms of the provisions of Section 149(10) read with Section 149(5) of the Act 2013, IDs are eligible to hold office for a term up to five consecutive years on the board and eligible for re-appointment for the second term on passing special resolutions by the Company. During the period, they will not be liable to retire by rotation’ as per the provisions of Sections 150(2), 152(2) read with Schedule IV to the Act 2013 and Clause 49(IA)(ii) & (iii) of the Listing Agreement. It is. therefore, proposed to appoint them as IDs for a consecutive period of five years at the ACM. Necessary declarations have been obtained from them, as envisaged under the Act 2013. Both the Nomination and Remuneration Committee and the board also ensured that their appointments as IDs are in compliance with the requirements under the relevant statutes and that there were appropriate balance of skills, experience and knowledge in the board, so as to enable the board to discharge its functions and duties effectively. Notices in writing signifying the intention to offer their candidatures as IDs of the Company along with the requisite deposit have been received from members of the Company in terms of Section 160 of the Act 2013.

In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Act 2013, two-third of the total number of directors i.e., excluding IDs, are liable to retire by rotation and out of which, one-third Is liable to retire by rotation at every Annual General Meeting. Mr S.A. Premkumar, Director of the Company, is, therefore, liable to retire by rotation, at the ensuing AGM, and being eligible, offers himself for re-appointment.

The brief resume of these directors proposed to be appointed and re-appointed and other relevant information have been furnished in the Notice convening the AGM. Appropriate resolutions for their appointment /re-appointment are being placed for approval of the members at the AGM. The board, therefore, recommends their appointment / re-appointment as directors of the Company.

STATUTORY AUDITORS:

M/s. V. SENTHILNATHAN & Co., Chartered Accountants, Chennai, the Statutory Auditors of the Company, retires at the conclusion of the forth coming Annual General Meeting and is eligible for re-appointment.

DISCLOSURES

As the Company is yet to begin its activities, the required particulars under Sections 217 (1) & (2) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 is not applicable.

PARTICULARS OF EMPLOYEES

The Statement as required under 217(2A) of the Companies Act is not applicable to the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

a) That in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures :

b) That the Directors had 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 ended on 31st March, 2014.

c) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March, 2014 in accordance with the Provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for the prevention and detection of Fraud and other irregularities.

d) That the Directors had prepared the Annual Accounts on an ongoing basis.

ACKNOWLEDGEMENT

Your Directors would like to place on record their gratitude to the Members for their continued support and confidence. Your Directors also would like to thank the Staff Members at various levels for their committed Services for the Company.

For and on behalf of the Board

Place: Chennai Date:14.07.2014 (S.EIangovan) Chairman & Managing Director

---

Mar 31, 2012

Dear Members

The Directors have great pleasure in presenting the 23rd Annual Report of the Company together with the Audited Balance Sheet of the Company as at 31st March, 2012, the Profit and Loss Account for the year ended on that date and the Auditors' Report thereon.

FINANCIAL REVIEW

Rs Iakhs

PARTICULARS 2011-12 2010-11

Net Sales _ _

Other Income 30.38 30.38

Profit / (Loss) Before Depreciation and Tax (31.08) 7.65

Depreciation 2.04 2.37

Profit / (Loss) before Tax (33.12) 5.28

Less : Provision for Tax _ _

Profit / (Loss) after Tax (33.12) 5.28

Add : Profit brought forward 196.70 191.42

Profit Carried to Balance Sheet 163.58 196.70



DIVIDEND

Considering financial performance, Your Directors have decided not to declare any Divi- dend for this year.

FUTURE OUTLOOK

The Company has invested its surplus funds in power generating company and has gener- ated income in the form of dividend to the tune of Rs.30.38 Lacs. The Company has parked the funds in the Power Generating Company and planning to enter into power sector.

DEPOSITS

No Fixed Deposits were accepted by the Company during the year.

DIRECTORS

Shri. V.R.Subramanian, Director and Shri. V. Narayanan Director of the Company, who retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. V. SENTHILNATHAN & Co., Chartered Accountants, Chennai, the Statutory Auditors of the Company, retires at the conclusion of the forth coming Annual General Meeting and is eligible for re-appointment.

DISCLOUSURS

As the Company yet to begin its activities, the required particulars under Sections 217 (1) & (2) of the Companies Act, 1956 read with the Companies (Disclosure of Particu- lars in the Report of the Directors) Rules, 1988 is not applicable.

PARTICULARS OF EMPLOYEES

The Statement as required under 217(2A) of the Companies Act is not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm:

a) That in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures ;

b) That the Directors had selected such Accounting Policies and applied them consis- tently 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 ended on 31st March, 2012.

c) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March, 2012 in accordance with the Provi- sions of the Companies Act, 1956 for safeguarding the assets of the Company and for the prevention and detection of Fraud and other irregularities.

d) That the Directors had prepared the Annual Accounts on an ongoing basis.

ACKNOWLEDGEMENT

Your Directors would like to place on record their gratitude to the Members for their continued support and confidence. Your Directors also would like to thank the Staff Mem- bers at various levels for their committed Services for the Company.



For and on behalf of the Board

PLACE: CHENNAI

DATE: 4th September 2012

S.ELANGOVAN

Chairman & Managing Director

---

Mar 31, 2010

The Directors have great pleasure in presenting the Twenty First Annual Report of the Company together with the Audited Balance Sheet of the Company as at 31st March, 2010, the profit and loss Account for the year ended on that date and the Auditors Report thereon.

FINANCIAL RESULTS

Rs. Lakhs

PARTICULARS 2009-10 2008-09

Net sales

Other income 31.45 30.38

Profit Before Depreciation and Tax 22.47 23.86

Depreciation 2.76 3.21

Profit before tax 19.71 20.65

Less: Provision for Tax

Profit after Tax 19.45 20.65

Add: Profit brought forward 171.97 151.32

Profit Carried to Balance Sheet 191.42 171.97

DIVIDEND

Considering financial performance, Your Directors have not declared any Dividend for this year.

BUSINESS PERFORMANCE

Your company, which temporarily parked its fund in power generating company, did bring returns in the form of dividend for the current year as well. The dividend amount received was Rs.30.38 lakhs. Not satisfied with dividend income alone your company has started bidding for EPC contract for power plants as well. Its efforts may be fruitful and will bring rich reward shortly. Your company will be focusing on EPC contract for power plant for the foreseeable future till our economy fully recovers from recession.

DEPOSITS

No Fixed Deposits were accepted by the company during the year.

DIRECTORS

In accordance with the provisions of the companies Act 1956, and the Companys Articles of Association, Shri. V.Narayanan, Director and Shri K.S. Shanmugam, Director of the Company, who Retire by rotation and being eligible, offer themselves for re-appointment.

FUTURE OUTLOOK

The Company has invested its surplus funds temporarily in power generating company and it has generated income in the form of a dividend to the tune of Rs.30,38,000/-.

Now the company is planning to take a major job in constructing and establishing power Plants. It is a growth-oriented area and the company has rich experience in this area. Under the present scenario it is better to stay afloat and therefore your companys focus should be on "Processing and Service Activity". So started approaching many Industries to provide consultancy services for Power Plant especially in Construction Activities. Sincere efforts would never go waste. Soon your company will conclude an order for a portion of EPC contract for power generating company.

For a foreseeable future your company will be focusing on EPC contract for power plant and once, our country and world economy, come out of recession it will put up its own power plant.

AUDITORS

V.SENTHILNATHAN & CO., Chartered Accountants, Chennai, the Statutory Auditors of the Company who shall hold office till the Twenty First Annual General Meeting have consented for appointment. The Board recommends their re-appointment. The notes to accounts forming part of the financial statements are self-explanatory need no further explanation. There are no qualifications or adverse comments in the Auditors Report, which require any clarification/explanation.

DISCLOSURES

As required under Sections 217 (1) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Directors) Rules, 1988, the relevant information and data with respect to Energy Conservation measures, progress made in Technology Absorption and Foreign Exchange Earnings and Outgo have been provided in Annexure -A attached to this Report, and form part of this Report.

PARTICULARS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1917

No Employee. of the company is drawing a remuneration exceeding Rs.24,00,000/- p.a., or Rs.2,00,000/- p.m. Hence no particulars of Employees as required under Section 217 (2A) of the companies Act, 1956 need to be furnished.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors Confirm:

A) That in preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures

B) That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were 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 ended 31st March, 2010.

C) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March, 2010 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for the prevention and detection of Fraud and other irregularities.

D) That the Directors have prepared the Annual Accounts on an ongoing basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDA)

The Management Discussion & Analysis of the company is attached to this Report.

CORPORATE GOVERNANCE

As per the requirement of clause 49 to listing Agreement, a Corporate Governance Report is enclosed.

ACKNOWLEDGEMENT

Your Directors would like to place on record their gratitude to the members for their continued support and confidence. Your Directors also would like to thank the staff members at various levels both at the office and at factory for their committed services for the company.

BY ORDER OF THE BOARD

PLACE: CHENNAI

DATE: 23rd JULY 2010

S.ELANGOVAN

Chairman & Managing Director