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Directors Report of Empower India Ltd.

Mar 31, 2018

BOARD''S REPORT

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''Empower''), along with the audited financial statements, for the financial year ended 31st March, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS (STANDALONE & CONSOLIDATED):

In Lakhs.

Particulars

Standalone

Consolidated

2018

2017

2018

2017

Total Income

2814.89

9036.26

2814.89

9036.97

Less: Total Expenses excluding Depreciation and tax

2782.90

9001.58

2783.25

9011.68

Profit before Depreciation & Tax

31.99

34.68

31.64

25.29

Less: Depreciation

12.00

12.00

12.11

12.11

Profit/(Loss)before Tax

19.99

22.68

19.53

13.18

Less: Tax

i. Current Tax

7.16

7.52

7.16

7.52

ii. Deferred Tax

-0.95

1.27

-0.95

1.27

Profit/(Loss)after tax

13.78

13.89

13.32

4.39

• Figures are rounded off to the nearest decimal STATE OF COMPANY''S AFFAIRS:

During financial year ended 31st March, 2018, the Company has reported Standalone and Consolidated Profit before Depreciation & Tax of Rs. 31.99 lakhs and Rs. 31.64 lakhs respectively. Whereas Standalone and Consolidated Profit before Tax stood as Rs. 19.99 lakhs and Rs. 19.53 lakhs respectively

The Management of the Company have put their constant affords to minimize the overall expenditure during the year, as result of which, the Company manage to maintain its profitability despite of fall in total income.

DIVIDEND:

After careful assessment of the available profit during the financial year ended 31st March, 2018, your Directors have not recommended any dividend for the financial year ended 31st March, 2018.

RESERVES:

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations.

SHARE CAPITAL:

During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Authorized Share Capital:

The Authorized Share Capital of the Company as at March 31, 2018 is Rs. 1,25,00,00,000/-divided into 1,25,00,00,000 Equity Shares of Re. 1/- each.

Issued & Subscribed Share Capital:

The Issued & Subscribed Capital of the Company as at March 31, 2018 is Rs. 1,16,37,98,560/-divided into 1,16,37,98,560 Equity Shares of Re. 1/- each.

AUDITORS AND THEIR REPORTS:

Statutory Auditor:

M/s. Mukesh M Choksi & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company on 14th February, 2018 to fill the casual vacancy caused by the resignation of M/s Agarwal Desai and Shah, Chartered Accountants.

As per Section 139 of the Companies Act, 2013, M/s. Mukesh M Choksi & Co. would hold office until the conclusion of the ensuing Annual General meeting of the Company. Thus, the Board hereby recommends the appointment of M/s. Mukesh M Choksi & Co., Chartered Accountants as the Statutory Auditors of the Company to conduct Audit and hold office for financial year 2018-19 to financial year 2022-23.

There is no qualification, reservation or adverse mark made by the Statutory Auditor in its report. The said report also forms a part of this Annual Report.

Secretarial Auditor:

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board had appointed Mr. Vikram Agarwal, Practicing Company Secretary, as the Secretarial Auditor of the Company. Report of the Secretarial Auditor has been annexed as ''Annexure I'' to this Report.

There is no qualification, reservation or adverse mark made by the Secretarial Auditor in its report.

Internal Auditor:

Pursuant to Section 138 of the Companies Act, 2013 and Rules thereunder, the Board has appointed M/s. Kailash Chand Agarwal & Co., Chartered Accountant to conduct Internal Audit process of the Company for FY 2018-19.

The previous Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

MANAGEMENT''S DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under the Listing Regulations, forms part of the Annual Report.

PERFORMANCE OF SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

Performance of Subsidiaries along with Company''s performance already provided above under the heading "STATE OF COMPANY''S AFFAIRS".

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements for the year ended March 31, 2018 has been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 together with the comparative period data as at and for the previous year ended 31st March, 2018.

Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as ''Annexure II'' to the Board''s report.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(l)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company''s website.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: DIRECTORS:

In accordance with the provisions of Section 152 of the Act read with Article 91 of the Articles of Association of the Company, Mr. Rajgopalan lyengar will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-election. Your Board has recommended his re-election.

The details of the changes in Board Composition including appointment and resignation held during the year are elaborately described in the section Report on Corporate Governance and forming part of this report.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company:

Mr. Zulfeqar Mohammad Khan, Managing Director Mr. Rajgopalan lyengar, Chief Financial Officer

BOARD AND COMMITTEE MEETINGS:

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Ten Board Meetings were convened and held during the year.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

DEPOSITS:

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature, whenever required. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Further, the details of the related party transactions as required under Section 134(3)(h) r/w Rule 8 (2) of the Companies (Accounts) Rules,2014 and under Regulations 34(3) & 53(f) of Para A of Schedule V of SEBI (LODR) Regulations, 2015 is attached as ''Annexure III''. As all the transactions with related parties have been conducted at an arms'' length basis and are in the ordinary course of business, there are no transactions to be reported in Form AOC-2 and as such do not form part of this report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached as ''Annexure IV to the Board''s Report.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12(1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT 9 is attached as ''Annexure V'' to the Board''s Report.

PERFORMANCE EVALUATION:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competency of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, stakeholder value and responsibility, evaluation of management''s performance and feedback, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.

Directors were evaluated on aspects such as professional qualifications, prior experience, especially experience relevant to the Company, knowledge and competency, ability to function as a team, initiative, attendance, independence and guidance/ support to management. In addition, the Chairman was also evaluated on his effectiveness of leadership and ability to steer meetings, impartiality and ability to keep shareholders'' interests in mind.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Directors being evaluated.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE ACT:

Details of loans, guarantee or investments made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2017 -18 is appended in the notes to the Financial Statements that form part of this Annual Report.

POLICY ON NOMINATION AND REMUNERATION:

In compliance of the Section 178 of the Companies Act, 2013, the Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations. The Remuneration Policy is uploaded on the Company website with the link as www.empowerindia.in

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company believes that internal control is a prerequisite of the principle of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.

PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as ''Annexure VI'' to the Board''s Report.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations, is annexed as Annexure - VII. A

Certificate of the Managing Director and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed as Annexure- VIII.

CHANGE IN TAXATION ACT AND RULES:

The Government of India has enacted GST Act 2017 along with IGST Act 2017, SGST Act 2017 and UTGST Act 2017 effective from July 1, 2017. Your company has implemented necessary changes as per new law as amended by time to time. The Financial Statement for the year under review has been prepared complying with GST Laws as amended from time during the year.

REGULATORY ACTIONS:

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per Section 135 of the Companies Act, 2013, every Company having Net worth of Rs. 500 crores or more or Turnover of Rs. 1000 crores or more, or a Net Profit of Rs. 5 crores or more during any financial year is required to constitute a Corporate Social Responsibility committee. As your Company does not fall under ant of the above criteria, the formation of a Corporate Social Responsibility Committee is not applicable to Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of the provisions of Companies Act, 2013, the Directors state that:

* In preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

* The directors had selected such accounting policies to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2018 and of the profit of the Company for that period;

* The directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* The directors had prepared the annual accounts on a going concern basis; and

* The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

* The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

Pursuant to section 134(3) of the Companies Act, 2013, there was no frauds reported by the Statutory Auditor of the Company under section 143(12) of the Companies Act, 2013

VIGIL MECHANISM:

The Company has established vigil mechanism pursuant to section 177 of the Act and the Listing Agreement for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases; there is direct access to approach Mr. Pankaj Mishra, Chairman of the Audit Committee. The said policy is uploaded on the Company''s website and can be viewed at Company website with the link as www.empowerindia.in

POLICY AGAINST SEXUAL HARASSMENT:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act'') and Rules made thereunder, your Company has constituted Internal Complaints Committees. During the year under review, the Company has not received any complaints of sexual harassment from any employees of the Company.

The Company has framed a policy on Sexual Harassment of Women at workplace which commits to provide a workplace that is free from all forms of discrimination, including sexual harassment. The Policy can be viewed at Company website with the link as www.empowerindia.in

HUMAN RESOURCE:

Your Company considers People at its most valuable asset. It continues to focus on progressive employee relations policies, creating an inclusive work culture and a strong talent pipeline.

Your Company is focused on building a high-performance culture with a growth mindset where employees are engaged and empowered to be the best they can be.

The Company has well documented and updated policies in place to prevent any kind of discrimination and harassment, including sexual harassment. The Whistle Blower Policy plays an important role as a watchdog.

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report. During the year, there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.

ACKNOWLEDGEMENTS:

Your Directors wish to thank all stakeholders, employees and business partners and Company''s bankers for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company

By Order of the Board

For Empower India Limited

Sd/-

Zulfeqar Khan

Rajgopalan lyengar

Managing Director

Chief Financial Officer

DIN: 00020477

Date : Septembers, 2018

Place : Mumbai

Annexure

Secretarial Audit Report

FOR THE FINANICALYEAR ENDED 31st DAY OF MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014]

To,

The Members,

Empower India Limited

25/25A, IInd Floor, Nawab Building

327, D.N.Road, Fort, Mumbai - 400 001.

I, Vikram Agarwal, Practicing Company Secretaries, have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by EMPOWER INDIA LIMITED (CIN: L51900MH1981PLC023931) (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended 31st March, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31st March, 2018 according to the provisions of:

I. The Companies Act, 2013 ("the Act") and the rules made thereunder; II. The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment; -Not applicable to the Company during the period of audit.

V. The following Regulations (as amended from time to time) and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 - Not applicable to the Company during the period of audit.

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Regulations, 1999 - Not applicable to the Company during the period of audit.

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not applicable to the Company during the period of audit.

f. The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 - Not Applicable to the Company as they are not covered under Registrar to Issue and Share Transfer Agent during the period of audit.

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable to the Company during the period of audit and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable to the Company during the period of audit.

VI. We further report that after considering the compliance system prevailing on the Company, and after carrying out test checks of relevant records and documents maintained by the Company, it has complied with the following laws that are applicable specifically to the Company:

1. Income Tax Act, 1961

2. Shop and Establishment Act.

I have also examined the compliance with the applicable clauses of the following:

a. The Secretarial Standards issued by The Council of The Institute of Company Secretaries of India.

b. The Listing Agreements entered into by the Company with BSE Limited :- (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015.

During the period under review, the Company has complied with the provisions of the Act, rules, regulations, Guidelines, Standard''s, etc. mentioned above.

The Board of Directors of the Company is duly constituted with Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the previsions of the Act.

Adequate Notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. However, the company has also called and held meetings at shorter notices which were duly constituted.

Majority decision is carried through, while the dissenting members'' views, if any, were captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines as also represented by management. The Company is in the process of appointment of Whole Time Company Secretary with the MCA portal as on date of signing this report. Further, there have also been delayed filing of E-Forms during the financial year.

I further report that during the audit period, there was no instances of:

1. Public/Right/Debentures/Sweat Equity.

2. Buy Back of Securities

3. Major decision taken by the Members in pursuance of Section 180 of the Companies Act, 2013

4. Merger/amalgamation/reconstruction etc.

5. Foreign technical collaborations.

This Report is to be read with my letter of even date which is Annexure A and forms an integral part of this Report.

Sd/-

For Vikram Agarwal

Practicing Company Secretary

ACS No.: 35803

CP No.: 19079

Place: Kolkata

Date: 31/08/2018

ANNEXURE ''A''

To,

The Members Empower India Limited

My report of even date is to read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express as opinion on these secretarial records based on my audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management Representation about the compliance of laws, rules and regulations and happenings of events.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Sd/-

For Vikram Agarwal

Practicing Company Secretary

ACS No.: 35803

CP No.: 19079

Place: Kolkata

Date: 31/08/2018

Annexure II

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

PART A - Subsidiary Companies

In Rupees

Sr. No.

Particulars

Company 1

Company 2

Company 3

1.

Name of the subsidiary

Empower Bollywood Private Limited

Empower TradEX Private Limited

Empower E-Ventures LLP

2.

The date since when subsidiary was acquired

16.05.2015

01.01.2016

12.09.2016

3.

Reporting period for the subsidiary concerned

31.03.2018

31.03.2018

31.03.2018

4.

Share capital

3500000

1000000

1000000

5.

Reserves & surplus

(4603290)

(2500)

(2500)

6.

Total assets

7566010

1050000

1050000

7.

Total Liabilities

7566010

1050000

1050000

8.

Investments

-

-

-

9.

Turnover

-

-

-

10.

Profit before taxation

(40,121)

(2500)

(2500)

11.

Provision for taxation

-

-

-

12.

Profit after taxation

(40,121)

(2500)

(2500)

13.

Proposed Dividend

-

-

-

14.

% of shareholding

52

60

51

Notes:

1. Empower TradEX Private Limited is yet to commence commercial activities and currently is not operational.

2. Reporting period of the above subsidiaries is the same as that of the Company.

3. As there are no foreign subsidiaries, the Reporting currency and Exchange rate disclosure is not applicable.

By Order of the Board

For Empower India Limited

Sd/-

Zulfeqar Khan

Rajgopalan lyengar

Managing Director

Chief Financial Officer

DIN: 00020477

Annexure - III AOC-2

DETAILS OF RELATED PARTY TRANSACTIONS

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

All related party transactions entered during the year were in ordinary course of business and on arm''s length basis and the same have been disclosed under Note No. 45 of the Notes to Financial Statements.

No material related party transactions arising from contracts/ arrangements with related parties referred to in the Section 188(1) of the Companies Act, 2013 were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

By Order of the Board

For Empower India Limited

Sd/-

Zulfeqar Khan

Rajgopalan lyengar

Managing Director

Chief Financial Officer

DIN: 00020477

Annexure IV

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

A

Conservation of Energy :

1

The steps taken or impact on conservation of energy

Your Company requires energy for its operations and the Company is making all efforts to conserve energy by monitoring energy costs and periodically reviews of the consumption of energy. It also takes appropriate steps to reduce the consumption through efficiency in usage and timely maintenance/installation/up gradation of energy saving devices.

2

The steps taken by your Company for utilizing alternate sources of energy

3

The capital Investment on energy conservation equipments

B

Technology Absorption :

1

The efforts made towards technology absorption

Your Company uses latest technology and equipments into the business.

Further, your Company is not engaged in any manufacturing activities.

2

The benefits derived like product improvement, cost reduction, product development or import substitution

3

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

4

The expenditure incurred on Research and development

Your Company has not spent any amount towards research and developmental activities and has been active in harnessing and tapping the latest and the best technology in the industry.

C.

Foreign Exchange Earnings and Outgo

There have been no dealings in forex in the financial year under consideration.

By Order of the Board

For Empower India Limited

Sd/-

Zulfeqar Khan

Rajgopalan lyengar

Managing Director

Chief Financial Officer

DIN: 00020477

Annexure V

Form No. MGT-9

[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

EXTRACT OF ANNUAL RETURN

As on the financial year ended March 31, 2018

I. REGISTRATION AND OTHER DETAILS:

Sr. No.

Particulars

Details

i.

CIN

L51900MH1981PLC023931

ii.

Registration Date

February 20, 1981

iii.

Name of The Company

Empower India Limited

iv.

Category /Sub-Category

Company limited by shares

V.

Address Of The Registered Office And Contact Details

25/25A, 2nd Floor, Nawab Building, 327, DN Road, Fort, Mumbai- 400001. Phone: 022-2204 5055 Help desk No.: 9702003139 Email: [email protected] / [email protected]

vi.

Whether Listed

Yes

vii.

Name, Address And Contact Details Of The Registrar And Share Transfer Agent

Purva Sharegistry (India) Private Limited Add: Unit no. 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (E), Mumbai- 400011. Phone: 022-23016761 Email:busicomp@ vsnl.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

Sr. No.

Name And Description Of Main Product/Services

NIC Code Of The Product/Service

% To The Total Turnover Of The Company

1.

Resale of IT Products and Peripherals and Services Provided

63999

100

I. PARTICULARS OF HOLDING. SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No.

Name And Address Of The Company

CIN/GLN/LLPIN

Holding/ Subsidiary /Associate

% of shares held

Applicabl e Section

1.

Name: Empower Bollywood Private Limited Address: 327 Nawab Building, Office No. 28A, 2nd Floor, DN Road, Fort Mumbai -400001.

U72900MH2015PTC264523

Subsidiary

52

2(87)

2.

Name: Empower TradEX Private Limited Address: 327 Nawab Building, Office No. 28A, 2nd Floor, DN Road, Fort Mumbai -400001.

U74120MH2016PTC271624

Subsidiary

60

2(87)

3.

Name : Empower E- Ventures LLP Address:26,Floor-2nd,Plot No.327,Nawab Building, DN Road, Hutatma Chowk, Fort, Mumbai - 400001

AAH-3794

Subsidiary

51

2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

i. Cateeorv-wise Share Holding

Category Of Shareholders

No Of Shares held at the beginning of year

No Of Shares held at the end of year

% Change

31/03/2017

31/03/2018

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

(1) Indian

(a) Individuals/ HUF

174781787

0

174781787

15.02

174781787

0

174781787

15.02

0.00

(b) Central Govt

0

0

0

0

0

0

0

0

0

(c) State Govt(s)

0

0

0

0

0

0

0

0

0

(d) Bodies Corp.

0

0

0

0

0

0

0

0

0

(e) Banks /Fl

0

0

0

0

0

0

0

0

0

(f) Any Other....

0

0

0

0

0

0

0

0

0

Sub Total (A)(l):

174781787

0

174781787

15.02

174781787

0

174781787

15.02

0.00

(2) Foreign

(a) NRI Individuals

0

0

0

0

0

0

0

0

0

(b) Other Individuals

0

0

0

0

0

0

0

0

0

(c) Bodies Corp.

0

0

0

0

0

0

0

0

0

(d) Banks /Fl

0

0

0

0

0

0

0

0

0

(e) Any Other....

0

0

0

0

0

0

0

0

0

Sub Total (A)(2):

0

0

0

0

0

0

0

0

0

Total shareholding of Promoter (A) = (A)(1) (A)(2)

174781787

0

174781787

15.02

174781787

0

174781787

15.02

0.00

B. Public Shareholding

(1) Institutions

(a) Mutual Funds

0

0

0

0

0

0

0

0

0

(b) Banks Fl

0

0

0

0

0

0

0

0

0

(c) Central Govt

0

0

0

0

0

0

0

0

0

(d) State Govet(s)

0

0

0

0

0

0

0

0

0

(e) Venture Capital Funds

0

0

0

0

0

0

0

0

0

(f) Insurance Companies

0

0

0

0

0

0

0

0

0

(g) Flls

0

0

0

0

0

0

0

0

0

(h) Foreign Venture Capital Funds

0

0

0

0

0

0

0

0

0

(i) Others (specify)

Sub-total (B)(l):

0

0

0

0

0

0

0

0

0

(2) Non-Institutions

(a) Bodies Corp.

(i) Indian

391792981

378668185

770461166

66.20

273598139

378668185

652266324

56.05

-10.16

(ii) Overseas

0

0

0

0

0

0

0

0

0

(b) Individuals

(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

73863236

1742

73864978

6.35

74385451

1742

74387193

6.39

0.04

(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

123509508

0

123509508

10.61

134735151

0

134735151

11.58

0.96

(c) Others (specify)

*IEPF

0

0

0

0

0

0

0

0

0

*LLP

0

0

0

0

106772978

0

106772978

9.17

9.17

* FOREIGN NATIONALS

0

0

0

0

0

0

0

0

0

* QUALIFIED FOREIGN INVESTOR

0

0

0

0

0

0

0

0

0

* ALTERNATE INVESTMENT FUND

0

0

0

0

0

0

0

0

0

* N.R.I.

1477289

0

1477289

0.13

1586889

0

1586889

0.14

0.01

* FOREIGN CORPORATE BODIES

5

0

5

0.00

5

0

5

0.00

0.00

* TRUST

0

0

0

0

0

0

0

0

0

* HINDU UNDIVIDED FAMILY

14547789

0

14547789

1.25

14424434

0

14424434

1.24

-0.01

* EMPLOYEE

0

0

0

0

0

0

0

0

0

* CLEARING MEMBERS

5156038

0

5156038

0.44

4843799

0

4843799

0.42

-0.03

* DEPOSITORY RECEIPTS

0

0

0

0

0

0

0

0

0

* OTHER DIRECTORS & RELATIVES

0

0

0

0

0

0

0

0

0

* MARKET MAKERS

0

0

0

0

0

0

0

0

0

Sub-total (B)(2):

610346846

378669927

989016773

84.98

610346846

378669927

989016773

84.98

0.00

Total Public Shareholding (B) = (B)(1) (B)(2)

610346846

378669927

989016773

84.98

610346846

378669927

989016773

84.98

0.00

C. TOTSHR held by Custodian for GDRs & ADRs

0

0

0

0

0

0

0

0

0

Grand Total (A B C)

785128633

378669927

1163798560

100

785128633

378669927

1163798560

100

0

ii. Shareholding of Promoters

Sr.

No.

Shareholder''s Name

Shareholding at the beginning of the year 01.04.2017

Shareholding at the end of the year 31.03.2018

% change in shareholding during the year

No. of Shares

% of total Shares of the co.

% of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the co.

% of Shares Pledged / encumbered to total shares

1.

Devang Master

9081787

0.78

0

9081787

0.78

0

0.00

2.

Devang Dinesh Master

165700000

14.24

0

165700000

14.24

0

0.00

Total

174781787

15.02

0

174781787

15.02

0

0.00

iii. Change in Promoters'' Shareholding:

Particulars

Shareholding at the beginning of the year 01.04.2017

Cumulative Shareholding during the year 31.03.2018

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease

There has been no change in shareholdings of the Promoter or Promoter Group.

iv. Shareholding Pattern of Top Ten shareholders (other than Directors, Promoters and Holders of GDR''s and ADR''s)

SL No.

Shareholder''s Name

Shareholding at the beginning of the year 31/03/2017

Cumulative Shareholding at the end of the year 31/03/2018

No of Shares

% of Total Shares of the Company

No. of Shares

% change in share holding during the year

Type

1

WELLMAN TRADELINKS PVT LTD

74285400

6.38

31-03-2018

7770000

0.67

82055400

7.05

Buy

31-03-2018

82055400

7.05

2

GILANI INFRA PRIVATE LIMITED

71972500

6.18

31-03-2018

71972500

6.18

3

AKANSHA MEDIA AND ENTERTAINMENT PRIVATE LIMITED

71875000

6.18

16-06-2017

71875000

-6.18

0

0.00

Sell

31-03-2018

0

0.00

4

ROSEWOOD VINTRADE PVT LTD

68125000

5.85

31-03-2018

68125000

5.85

5

ENERGY COMMOTRADE PVT LTD

62500000

5.37

31-03-2018

62500000

5.37

6

AYOG INFRASTRUCTURE PRIVATE LIMITED

51895655

4.46

30-09-2017

51895655

-4.46

0

0.00

Sell

31-03-2018

0

0.00

7

ANVITA REAL ESTATE PRIVATE LIMITED

46291541

3.98

12-05-2017

9416

0.00

46300957

3.98

Buy

19-05-2017

33954523

-2.92

12346434

1.06

Sell

26-05-2017

-63003

-0.01

12283431

1.06

Sell

02-06-2017

10002200

-0.86

2281231

0.20

Sell

09-06-2017

-2230274

-0.19

50957

0.00

Sell

30-06-2017

-9416

-0.00

41541

0.00

Sell

16-02-2018

753

0.00

42294

0.00

Buy

31-03-2018

42294

0.00

8

VIHAR INFRASTRUCTURE PRIVATE LIMITED

46134317

3.96

09-06-2017

46134317

-3.96

0

0.00

Sell

31-03-2018

0

0.00

9

GILL ENTERTAINMENT PVT LTD

43172220

3.71

31-03-2018

43172220

3.71

10

APRATEEM TRADING PRIVATE LIMITED

41999408

3.61

31-03-2018

41999408

3.61

11

L N POLYSTERS LTD

31500000

2.71

31-03-2018

31500000

2.71

12

SHRIRAM CREDIT COMPANY LIMITED

0

0.00

30-06-2017

9416

0.00

9416

0.00

Buy

16-02-2018

44958000

3.86

44967416

3.86

Buy

31-03-2018

44967416

3.86

13

ZUBER TRADING LLP .

0

0.00

12-05-2017

3868514

0.33

3868514

0.33

Buy

19-05-2017

18362966

1.58

22231480

1.91

Buy

26-05-2017

10187928

0.88

32419408

2.79

Buy

23-02-2018

3712900

0.32

36132308

3.10

Buy

31-03-2018

36132308

3.10

14

YUVIKA TRADEWING LLP

0

0.00

28-07-2017

30000000

2.58

30000000

2.58

Buy

31-03-2018

30000000

2.58

15

SADHU VINTRADE LLP

0

0.00

28-07-2017

30000000

2.58

30000000

2.58

Buy

31-03-2018

30000000

2.58

v. Shareholding of Directors and Key Managerial Personnel:

None of the Directors and Key Managerial Personnel holds any shares in the Company during the year under review.

SL No.

Shareholder''s Name

Shareholding at the beginning of the year 31/03/2017

Cumulative Shareholding at the end of the year 31/03/2018

No of Shares

% of Total Shares of the Company

No. of Shares

% change in share holding during the year

Type

NIL

vi. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year:

NIL

NIL

NIL

NIL

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i ii iii)

Change in Indebtedness during the financial year:

NIL

NIL

- Addition

1,69,05,59,604

1,69,05,59,604

- Reduction

NIL

NIL

Net Change

Indebtedness at the end of the financial year:

NIL

NIL

i) Principal Amount

1,69,05,59,604

1,69,05,59,604

ii) Interest due but not paid

-

-

iii) Interest accrued but not due

-

-

Total (i ii iii)

1,69,05,59,604

NIL

NIL

1,69,05,59,604

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole - time Directors and/ or Manager:

Sr. No.

Particulars of Remuneration

Name of MD/WTD/ Manager/ CEO/ CFO/CS

Total Amount

Gross Salary:

Nil

NIL

1.

a) Salary as per provisions contained in sectionl 17 (1) of the Income-tax Act, 1961.

b) Value of perquisites u/s 17(2) Income- tax Act, 1961.

Nil

c) Profits in lieu of salary under section!7(3) Income- tax Act,1961

Nil

NIL

NIL

2.

Stock Option

NIL

NIL

3.

Sweat Equity

NIL

NIL

Commission:

NIL

NIL

4.

- as% of profit

- Others, specify...

5.

Others, please specify

NIL

NIL

6.

Total(A)

NIL

NIL

7.

Ceiling as per the Act

—

—

* During the year, Mr. Kiran Thakore enjoyed the position of an Executive Director for a period of 5 months, from April -August, 2016. His designation was changed to Non-Executive Director on 30th August, 2016. The remuneration paid to Mr. Kiran Thakore during his occupancy as Executive Director of the Company is enumerated hereinabove.

B. Remuneration to other directors:

Sr. No.

Particulars of Remuneration

Name of the Director

Amount

Independent Directors

Kiran Thakore

Vinod Shinde

1.

•Fee for attending board &committee meetings

NIL

1,42,835

1,42,835

NIL

NIL

NIL

•Commission

NIL

NIL

NIL

•Others, please specify

2.

Total(l)

NIL

1,42,835

1,42,835

Other Non-Executive Directors

3.

•Fee for attending board &committee meetings

34500

NIL

34500

NIL

NIL

NIL

•Commission

NIL

NIL

NIL

•Others, please specify

4.

Total(2)

34500

NIL

34500

5.

Total(B)=(l 2)

34500

1,42,835

1,77,335

6.

Total Managerial Remuneration

34500

1,42,835

1,77,335

7.

Overall Ceiling as per the Act

—

—

* During the year, Mr. Kiran Thakore enjoyed the position of an Executive Director for a period of 5 months, from April-August, 2016. His designation was changed to Non-Executive Director on 30th August, 2016. The sitting fees paid to Mr. Kiran Thakore during his occupancy as Non-Executive Director of the Company is enumerated hereinabove.

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

Sr. no.

Particulars of Remuneration

Key Managerial Personnel

CEO

CS

Total

Gross Salary:

a) Salary as per provisions contained in section 17 (1) of the Income-tax Act, 1961.

NIL

NIL

NIL

1.

b) Value of perquisites u/s 17(2) Income- tax Act, 1961.

NIL

NIL

NIL

c) Profits in lieu of salary under section!7(3) Income -tax Act,1961

NIL

NIL

NIL

2.

Stock Option

NIL

NIL

NIL

3.

Sweat Equity

NIL

NIL

NIL

4.

Commission:

NIL

NIL

NIL

- as % of profit

5.

Others, please specify

NIL

NIL

NIL

6.

Total

NIL

NIL

NIL

VI. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the companies Act

Brief description

Details of Penalty/ Punishment/Compo unding fees imposed

Authority [RD /NCLT/Court]

Appeal made

A. Company

Penalty

The Company faced no penalty or prosecution or punishment under any provisions of Companies Act 2013 or rules made thereunder, during the year under consideration.

Punishment

Compounding

B. Directors

Penalty

The Directors of your Company faced no penalty or prosecution or punishment under any provisions of Companies Act 2013 or rules made thereunder, during the year under consideration.

Punishment

Compounding

C. Other Officers In Default

Penalty

None other Officers of your Company faced any penalty or prosecution or punishment under any provisions of Companies Act 2013 or rules made thereunder, during the year under consideration.

Punishment

Compounding

By Order of the Board

For Empower India Limited

Sd/-

Zulfeqar Khan

Managing Director

DIN: 00020477

Date : September 6, 2018

Place : Mumbai

Annexure VI PARTICULARS OF EMPLOYEES

a) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. The ratio of the remuneration of each Director to the median remuneration of the Employees of the Company for the financial year 2017-18:

Name of Director

Ratio to Median

Vinod Shinde

01:01

Kiran Thakore

01:0.33

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary, or Manager, if any, in the financial year: Not Applicable

3. The percentage increase in the Median remuneration of the employees in the financial year: 01:0.20

4. The number of permanent employees on the rolls of the Company: Nine.

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable

6. It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees, adopted by the Company.

b) Information pursuant to Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

None of the employees drew remuneration from the Company exceeding the limit as specified in the Rules specified hereunder and thus the information as required was not applicable to be demonstrated.

By Order of the Board

For Empower India Limited

Sd/-

Zulfeqar Khan

Managing Director

DIN: 00020477

Date: 6th September, 2018

Place: Mumbai

Annexure VII

AUDITOR''S CERTIFICATE ON CORPORATE GOVERNANCE

[In terms of Regulations 34(3) and Schedule V (E) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015]

To,

The Members of Empower India Limited

We have examined the compliance of conditions of Corporate Governance by Empower India Limited for the year ended 31st March, 2018 as stipulated in Regulation 34(3) Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Compliance of condition of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedures and implementation thereof, adopted by the Company to ensure Compliance with condition of Corporate Governance. It is neither an audit nor an expression of an opinion on the financial statement of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the representation made by the Directors and the Management, we certify that the Company has fully complied with all the mandatory conditions of Corporate Governance as stipulated in the above mentioned SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs the Company.

For M/s Deepak C Agarwal & Associates.

Chartered Accountants

(ICAI Registration No. FRN 140967W)

Sd/-

Deepak Agarwal

Proprietor

Date: 29th May, 2018

Place: Mumbai

Annexure VIII

MANAGING/CFO CERTIFICATION OF FINANCIAL STATEMENTS

To

The Board of Directors

Empower India Limited

We, Zulfeqar Khan, Managing Director and, Rajgopalan lyengar, Chief Financial Officer of Empower India Limited ("the Company"), to the best of our knowledge and belief certify that:

A. We have reviewed the financial statements and the cash flow statement for the Financial Year ended March 31, 2018 and best of our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any material fact or contain any statements that might be misleading;

ii. These statements together present a true and fair view of the Company''s affairs and are in compliance with the existing accounting standards, applicable laws and regulations.

B. We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Company''s Code of Conduct.

C. We are responsible for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated to the auditor and the Audit Committee

(1) Significant changes in internal control over financial reporting during the year;

(2) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements: and

(3) Instances of significant frauds of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company''s internal control system over financial reporting.

Sd/-

Sd/-

Mohd. Zulfeqar Khan

Rajgopalan lyengar

Managing Director

Chief Financial Officer

Place: Mumbai

(DIN: 00020477)

Date: May 29, 2018


Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty Third Annual Report and the Company's Audited Financial Statement for the financial year ended March 31, 2015.

1. Financial Results: (Amt. in Rs.)

Particulars FY 2014-15 FY 2013-14

Sales (Excluding Excise Duty) (a) 107,22,48,948 86,57,08,604

Other Operating Revenue (b) 17,05,061 15,85,878

Other Revenue (c ) 42,62,340 40,36,022

Total Revenue (a b c) 107,82,16,349 87,13,30,504

Profit before Exceptional Items and Tax (18,51,359) 9 84 023

Exceptional Items 0 (49,55,69,426)

Profit Before Tax (18,51,359) (49,45,85,403)

Current Year Tax 440 294 0

Deferred Tax (38,39,792) 10,45,069

Profit After Tax 15,48,139 (49,35,40,334)

Profit for the Year 15,48,139 (49,35,40,334)

Balance brought forward (55,30,26,834) (5,94,86,500)

Balance carried forward (55,14,78,695) (55,30,26,834)

2. Operations:

Your Company earned majority of its revenue from resaleof IT products and peripherals. It also earned marginal revenues from Human Resource Services. Your Company saw a healthy growth in revenue, however, the escalation in costs have impacted the profitability. The management is hopeful that the new initiatives taken by the Company shall benefit the Company.

3. Dividend:

The current lines of business present tremendous opportunity for growth and would need sufficient long term investment. The management, considering the business requirements, has not recommended any dividend for the current financial year.

4. Unpaid/Unclaimed Dividend:

Pursuant to section 124 of the Companies Act, 2013, unpaid/unclaimed dividend for the years 2008 and 2010 is transferred to unpaid dividend account. Members who have not encashed their dividend warrants should approach the Company/its Registrar for obtaining payments thereof at the earliest.

5. Share Capital:

As on March 31, 2015 the Authorised Share Capital of the Company was Rs. 125,00,00,000/- (Rupees One Hundred and Twenty Five Crores only) whereas the paid up Capital was Rs. 116,37,98,560/- (Rupees One Hundred and Sixteen Crores Thirty Seven Lakhs Ninety Eight Thousand five hundred and Sixty only) divided into 116,37,98,560 shares of Re. 1/- fully paid up. During the year under review, Company has not issued any shares or securities convertible into equity shares.

6. Directors:

Mr. Mangesh Gurav will be retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. It is proposed to pay remuneration to Mr. Vinod Shinde to be an amount not exceeding Rs.2,00,000/- per annum,as may be determined by the Board and change the designation of Mr. Kiran Thakore from Independent Director to Executive Director. Further, it is proposed to appoint Mr. Sameer Vishnu Padekarand Mr. Paresh Ramesh Gharatas Independent Directors of the Company for a period of 5 years.

7. Declaration by Independent Directors:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and Listing Agreement entered into by the Company with the Stock Exchange.

8. Directors Responsibility Statement:

Your Directors State that:

a In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under schedule III of the Act, have been followed and there are no material departures from the same;

b The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d The Directors have prepared the annual accounts on a 'going concern basis';

e The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. Corporate Governance:

The company is committed to maintain the highest standards of corporate governance to ensure transparency and efficiency in conducting its business. The report on corporate Governance as stipulated in clause 49 of the listing agreement forms an integral part of this annual report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

10. Deposits:

The Company has neither accepted nor renewed any deposits during the year under review.

11. Disclosures under section 134(3) (1) of the Companies Act, 2013:

No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and the date of this report.

12. Management Discussion and Analysis Report:

Management's Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented is a separate section forming part of the Annual Report.

13. Transfer to Reserves:

Your Company has not transferred any amount to Reserves in the year under review.

14. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as "Annexure-I" and it forms part of this report.

15. Corporate Social Responsibility (CSR):

The conditions prescribed in the section 135 of the Companies Act, 2013, requiring a Company to constitute a Corporate Social Responsibility Committee is not applicable to the Company. The Board of Directors periodically reviews the applicability of CSR rules to the Company.

16. Extract of Annual Return:

Pursuant to the Section 92(3) of the Companies Act, 2013 extract of the Annual Return is annexed to this report as "Annexure - II".

17. Auditors:

a. Statutory Auditors:

M/s Verma Mehta and Associates, Chartered Accountants, (FRN: 112118WC) were appointed as statutory auditors of the Company in the Thirty Second Annual General Meeting held on 30th September, 2014, to hold office for the term of three consecutive years, from conclusion of Thirty Second Annual General Meeting till the conclusion of Thirty Fifth Annual General Meeting.

In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Verma Mehta and Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. The Auditors' Report for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks.

b. Secretarial Auditor:

The Board had appointed M/s. Mayank Arora & Co., Company Secretaries in Wholetime Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The report of the Secretarial Auditor is annexed to this report as "Annexure-III". The Secretarial Auditor's for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks.

18. Related Party Contracts and Arrangements:

All related party transactions done by the company during the financial year were at arm's length price and in the ordinary course of business. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for their necessary review and approval. During the financial year your Company has not entered into any material transaction (as per Clause 49 of the Listing Agreement) with any of its related parties which may have potential conflict with the interest of the Company at large. Disclosures pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements. To identify and monitor significant related party transactions Company has also framed a policy on the related party transactions. The policy on dealing with Related Party Transactions has been uploaded on the company's website at the link http://www.empowerindia.in/investor.html

The particulars of Related Party Transactions have been enclosed and marked as "Annexure-IV".

19. Subsidiaries, Associates and Joint Ventures:

Details and report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as on March 31, 2015as per the Companies Act, 2013 is provided in "Annexure-V".

20. Risk Management:

The Board of Directors of your Company has constituted a Risk Management Committee. Further the Board of Directors, on recommendation of the Risk Management Committee framed and adopted Risk Management Policy of the Company. The said policy has been uploaded on the Company's website at the link http://www.empowerindia.in/investor.html .The broad terms of reference of the Committee are stated in the Corporate Governance Report.

21. Internal Financial Control:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

22. Vigil Mechanism/Whistle Blower Policy:

Your Company has an effective Vigil Mechanism System which is embedded in its Code of Conduct. The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your Company's standard for appropriate behavior and living Corporate Values. The Code of Conduct applies to all employees, including Directors and Officers of the Company. Even your Company vendors and suppliers are also subject to these requirements as adherence to the Code is a prerequisite for conducting business with your Company.

23. Board Meeting:

5(Five) meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance.

24. Audit Committee:

The Audit Committee comprises of 3 (three) Directors, namely Mr. Nikhil Pednekar (Chairman), Mr. Rajgopalan Iyengar and Mr. Kiran Thakore. All the recommendations made by the Audit Committee were accepted by the Board.

25. Nomination & Remuneration Committee & Policy:

The Company strives to maintain an appropriate combination of executive, non-executive and independent directors subject to a minimum of 3 (three) and maximum of 15 (fifteen) Directors, including at least 1 (One) Woman Director.

The Nomination and Remuneration Committee leads the process for Board appointments in accordance with the requirements of the Companies Act, 2013, Listing agreement and other applicable regulations or guidelines. All the Board appointments are based on meritocracy.

The potential candidates for the appointment to the Board are inter-alia evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character; appreciation of the Company's vision, mission, values; prominence in business, institutions or professions; professional skill, knowledge and expertise; financial literacy and such other competencies and skills as may be considered necessary.

In addition to the above, the candidature of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated under the Companies Act, 2013, Listing Agreement and other applicable regulations or guidelines. In case of re-appointment of independent directors, the Board shall take into consideration the results of the performance evaluation of the Directors and their engagement level.

During the year under review, the Board of Directors of the Company has adopted a Remuneration Policy for Directors, KMPs and other employees. The policy represents the overarching approach of the Company to the remuneration of Director, KMPs and other employees. The copy of the policy is attached as "Annexure- VI" to this report.

26. Board Evaluation:

A formal evaluation of the performance of the Board, it's Committees, the Chairman and the individual Directors was carried out for the year 2014-15. Led by the Nomination & Remuneration Committee, the evaluation was done using individual questionnaires covering amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process, the performance of non-independent Directors, the Chairman and the Board was done by the independent Directors. The performance evaluation of the respective Committees and that of independent and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

27. Significant and Material orders passed by the Regulators or Courts:

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

28. Particulars of Loans, Guarantees or Investments:

Pursuant section 134(3) (g) of the Companies Act, 2015 details particulars of loans, guarantees and investments made by the company as per section 186 of the Companies Act, 2013 are given in notes to the financial statements.

29. Disclosure under section 197(12) of the Companies Act, 2013 and other Disclosures as per rule 5 of the Companies (Appointment & Remuneration) Rules, 2014:

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

However, disclosures pertaining to remuneration and other details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to the report as "Annexure VII".

30. Industrial Relations:

The relations in the Company continued to be healthy, cordial and progressive.

Your company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination and to boost their confidence, morale and performance. Your company also has a policy of Sexual Harassment which is reviewed by the Internal Committee at regular intervals.

31. Acknowledgements:

Your Directors would like to express their sincere appreciation for the assistance and co- operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For Empower India Limited

Sd/- Vinod Shinde Chairman & CEO Mumbai, September 2, 2015. (DIN: 02585889)


Mar 31, 2014

The Members,

The directors are pleased to present before you the THIRTY SECOND ANNUAL REPORT together with Audited Annual Accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL PERFORMANCE:

The operational performance of the company has been encouraging as compared to the previous financial year.

The top line of the Company has reduced to Rs. 87,13,30,504/- from Rs. 124,87,82,207/- a year ago.

However, the EBITA has seen tremendous growth. Your Company has made an operating profit of Rs. 984023/- as compared to a loss of Rs. 13790515.

Your company had to book losses Amt. (in Rs.) Particulars 31.03.2014 31.03.2013

Sales and other income (net) 871330504 1248782207

Profit/(Loss) before Finance 6751866 (4248162)

cost & Depreciation Finance cost 10437 5520

Depreciation 5757406 9536833

Profit/(Loss) before Exceptional 984023 (13790515)

Items and Tax Exceptional Items (Loss on sale (495569426) (53389705) of shares)

Profit/(Loss) before tax (494585403) (67180220)

Provision for Tax

-Current - -

-Deferred (1045069) 1474492

Profit/(Loss) after Tax (493540334) (68654712)

in its investments in shares which has affected the overall profitability but the management is very hopeful of better days to come in the future. Your Company shall make every effort to turn profitable in the next financial year.

TRANSFER TO RESERVES:

During the year, the company has not transferred any amount to reserves.

DIVIDEND:

The overall performance of your Company has been satisfactory. The Company sees tremendous growth prospects and to capitalize on the opportunities the management has not recommended any dividend for the current financial year.

UNPAID /UNCLAIMED DIVIDEND:

Pursuant to section 205A of the Companies Act, 1956, unpaid/unclaimed dividend for the below

mentioned dividends is transferred to Unpaid dividend account.

Members who have not encashed their dividend warrants may approach the Company/its Registrar, for obtaining payments thereof at the earliest.

Year Type of Dividend Dividend per share

2008 Final Dividend 0.05

2010 Interim Dividend 0.03

DIRECTORS:

1. In terms of the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vinod Shinde Director of the Company, will retire by rotation at ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

Your Directors recommend his re-appointment.

2. In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors seek appointment of Mr. Kiran Thakore , Mr. Nikhil Pednekar & Miss. Kaveeta Aanand as an Independent Directors for a term of 5 (five) consecutive years up to the conclusion of the 37th Annual General Meeting.

PARTICULARS OF EMPLOYEES:

Your directors particularly acknowledge the selfless untiring efforts, whole-hearted support and co- operation of the employees at all levels. Our relations continue to be cordial.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, is not applicable to the Company as none of the employee of the Company was paid remuneration of Rs. 60 lacs per annum or Rs. 5 lacs per month.

APPOINTMENT OF STATUTORY AUDITOR:

The Statutory Auditors, M/s Verma Mehta & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re- appointed. Their re-appointment as the Statutory Auditors for the Financial Year 2014-15, form part of the Notice of the said Annual General Meeting and the Resolution is recommended for your approval.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance and a Certificate from the Auditors on the Corporate Governance requirements as stipulated in clause 49 of the Listing Agreement entered in to with the Stock Exchange, form part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement, a detailed review by the management of the operations, performance and future outlook of the Company and its business is presented in a separate section- Management Discussion and Analysis-forming part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

- In the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable accounting standards have been followed;

- Appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made at reasonable and prudent so as to give a true and fair view of the affairs of the Company as at March 31, 2014 and of the loss of the Company for the year ended on that date;

- 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;

- The Annual Accounts have been prepared on a going concern basis.

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

(i) Conservation of Energy:

The Company utilizes electricity for operation of computers and initiates all efforts to minimize the consumption. At all levels conservation of energy is stressed upon. Company also takes possible measures to reduce the consumption by deploying automation.

(ii) Technology absorption:

Every Business or Industry is subject to technological obsolescence. The Company is continuing its efforts to explore new technologies and products with an eye to expand the levels of automation in the industries its customers operate.

(iii) Foreign Exchange Earnings and Outgo:

Particulars 2013-14 2012-13

Foreign Exchange Earnings Nil Nil

Foreign Exchange Outgo Nil Nil

ACKNOWLEDGEMENTS:

Your Directors hereby put on record their sincere gratitude towards the continued assistance and co- operation extended to the Company by its Customers, Suppliers, Stakeholders, Banks, Financial Institutions and various Government Authorities towards the growth of the Company.

Your Directors also place on record their deep sense of appreciation for the dedicated services rendered by the employees of the Company.

By Order of the Board For Empower India Limited

Sd/- Date: September 03, 2014. Rajgopalan Iyengar Place: Mumbai. Chairman


Mar 31, 2012

The Directors have a pleasure in presenting their Annual Report and Accounts for the year ended March 31, 2012.

SNAPSHOT OF FINANCIAL RESULTS

A snapshot of the financial performance of the Company for the financial year 2011-2012 is as under:

(Amount in Rupees.)

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

Total Income 1,52,41,27,443 1,60,60,68,737

Total Expenditure 1,52,36,06,316 1,59,23,15,187

Profit/ (Loss) before tax 5,21,126 1,37,53,550

Less: Provision for Taxation 12,18,589 57,33,792

Profit/ (Loss) after tax (6,97,463) 80,19,758

YEAR IN RETROSPECT

The year 2011- 12 witnessed challenges for the Company on all the major fronts. While the Company could achieve success in reducing its total expenditure by about 4.32%, it was not in a position to overcome the pressure on its margins on account of a fall in the revenues earned by it.

However as it is always said that every bad situation, when introspected with the right perspective can lead to numerous realizations for any organization, the same can be said to be true for your Company as well. We are in the process of reviewing the operations on all the fronts and are confident that this introspection will lead to better operational efficiency for the Company.

Thus longer-term, we remain confident that our business aspects would create opportunities for serving large markets, each with significant revenue opportunities thereby creating an increased shareholder value.

CHANGES IN CAPITAL STRUCTURE

As on 31st March, 2012, the Authorized and Paid-up capital of the Company, is Rs.125,00,00,000 and Rs.107,01,23,875 respectively.

There has not been any significant change in the Share Capital of the Company during the year under consideration.

DIVIDEND

After taking into consideration the financial Results of the Company for the Financial year 2011- 2012, and with an intention to build up the net worth for future expansion and growth plans, your directors are of the opinion, not to recommend any dividend for the year.

UNPAID/UNCLAIMED DIVIDEND

Pursuant to Section 205A of the Companies Act, 1956, the unpaid Dividend which is due for transfer to Investor Education and Protection Fund (IEPF) are as follows:

Year Type of Dividend Dividend per Share Record Date for Dividend

2007 Interim dividend 0.18 15th February, 2007

2008 Final dividend 0.05 27th September, 2008

2010 Interim dividend 0.03 28th September, 2010

Members who have not encashed their dividend warrants pertaining to the aforesaid years may approach the Company/its Registrar, for obtaining payments thereof atleast 20 days before they are due for transfer to the said fund.

DEPOSITORY SYSTEM

The shares of the Company are compulsorily tradable in electronic form.

As on March 31, 2012, 51.39% of the Company''s total paid-up Capital representing 54,99,61,633 shares are in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the Depositories.

SUBSIDIARIES

EMPOWER M.E. FZE was incorporated as a wholly owned subsidiary of EMPOWER in Ras Al Khaimah Free Trade Zone to facilitate our reach to international clients and expand the horizon for our offerings. Being situated at a strategically advantageous location giving access to markets in Gulf and North Africa, it was a step towards establishing Empower on the world map.

RAK FTZ was incorporated to focus on IT Services and Project management in UAE Market and Mr. Jilani Khaism Sheikh has been assigned to oversee its operations overseas.

RE-APPOINTMENT OF STATUTORY AUDITORS

M/s. Agarwal Desai & Shah, the present Statutory Auditors of the Company are due to retire at the forthcoming Annual General Meeting and being eligible have offered themselves for re- appointment.

Your Company has received a confirmation to the effect that their appointment if made would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956, and that they are note disqualified for re- appointment within the meaning of Section 226 of the Companies Act, 1956.

Thus the Board recommends the re- appointment of M/s. Agarwal Desai & Shah, Chartered Accountants as the Statutory Auditors of the Company for the tenure commencing from the conclusion of the forthcoming Annual General Meeting upto the conclusion of the next Annual General Meeting.

AUDITORS'' REPORT

The Auditors'' Report to the Shareholders does not contain any qualification.

DISCLOSURE OF PARTICULARS

- Conservation of Energy and Technology Absorption:

As per the Schedule mentioned under The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and in consonance to Section 217 of the Companies Act, 1956, the requirement of providing the disclosures for conservation of energy and technology absorption as mentioned under the said Section, is not applicable to the Company.

- Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange Earnings and Outgo, if any, are provided under the Audited Financial Statements.

Personnel:

The Board of Directors wishes to express its appreciation to all the employees for their outstanding contribution to the operations of the Company during the year.

During the year under review, no employee of the Company was entitled to the remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 and no other provision of the aforesaid section are applicable to the Company for the financial year under review.

OTHER DISCLOSURES

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchange, a Report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance is provided as an Annexure forming part of this Report.

CORPORATE GOVERNANCE VOLUNTARY GUIDELINES

By complying with the provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement, the Company is complying with all the major clauses of the Corporate Governance norms.

We have reported under an Annexure to the Directors'' Report- Corporate Governance, the extent of our compliance of the Corporate Governance norms as applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

It is rightly said that, "we make a living by what we get, but we make a life by what we give." The joy of giving from selfless service leads us to a higher sense of purpose and fulfillment. Business conglomerates such as ours are in a far more privileged position to give. We are committed to building sustainable, empowered communities at the grass root level.

Empower encourages all its employees and other participants to ensure a positive impact and its commitment towards Corporate Social Responsibility.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

- That in the preparation of the annual accounts, all the applicable Accounting Standards have been followed and there has been no material departure;

- That the selected accounting policies were applied consistently and the Directors 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, 2012 and of the profits of the Company for the year ended on that date;

- That 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;

- That the annual accounts have been prepared on a going concern basis; and

- That the Company has adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

DIRECTORS

(A) Fresh Appointments on the Board of the Company

Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. Prakash Naik was appointed as an Additional Director of the Company by the Board of Directors at their meeting held on July 27, 2012.

In terms of the provisions of the said section, Mr. Prakash Naik would hold office till the date of the forthcoming Annual General Meeting of the Company. All the requisite notices proposing his candidature for appointment as Director of the Company has been received by the Company Accordingly; necessary resolution has been included in the notice calling Annual General Meeting, for his appointment as a Director of the Company

(B) Re-appointment of Directors

Section 255 and 256 of the Companies Act, 1956 read together with the Articles of Association of the Company provide that at least two- third of our Directors shall be subject to retirement by rotation out of which One- third must retire from the office of directorship at each Annual General Meeting of the shareholders.

Furthermore all the retiring directors are permitted to be re- appointed as the directors, provided they do not incur any disqualification and are willing to be re- appointed.

In terms with the aforesaid provisions, Mr. Mangesh Gurav, Mr. Jilani Khasim Sheikh and Mr. Vasudev Balani are liable to retire by Rotation at the forthcoming Annual General Meeting and are also eligible for re- appointment.

The Board requests you to accord your consent to the re- appointment of Mr. Mangesh Gurav. However, in connection with the re- appointment of Mr. Jilani Khasim Sheikh and Mr. Vasudev Balani, the Board wishes to inform you that they have expressed their unwillingness to be re- appointed at the forthcoming Annual General Meeting.

Thus the Board requests you to relieve them from all the duties and responsibilities of directorship and would like to place on record their gratitude for the valuable services performed by the aforesaid directors during their tenure of directorship.

(C) Cessation

Mr. Rajesh Sharma, Executive Director of the Company, resigned with effect from closure of business hours on July 27, 2012. The Board wishes to place on record their sincere appreciation for the contribution of Mr. Rajesh Sharma''s towards the growth of your Company.

FIXED DEPOSITS

During the period under review, your Company has not accepted or invited any deposits from the public.

DISCLOSURE OF MATERIAL CHANGES SINCE THE LAST FINANCIAL YEAR AND OTHER CORPORATE INFORMATION

Capital Evolution

Empower had in its Extra Ordinary General Meeting held on 16th November, 2010 passed a resolution for allotment of 30,00,00,000 Convertible Equity Warrants to the Allottees as mentioned in the notice to the meeting.

On receipt of 25% upfront money, the Company allotted 30,00,00,000 Convertible Equity Warrants to various allottees in their Board Meeting held on 3rd December, 2010.

The allotment of shares on conversion of the aforesaid warrants took place in three tranches on receipt of the balance consideration from the various allottees.

- 5,90,00,000 Convertible Equity Warrants were converted into Equity Shares of the Company in the Board Meeting held on 7th January, 2011;

- 13,69,81,000 Convertible Equity Warrants were converted into Equity Shares of the Company in the Board Meeting held on 2nd March, 2011; and,

- 9,36,74,685 Convertible Equity Warrants were converted into Equity Shares of the Company in the Board Meeting held on 22nd May, 2012.

As the tenure for exercising the Convertible Equity warrants stood elapsed on the 2nd June, 2012, the balance warrants aggregating to 103, 44,315 left to be converted were cancelled on the said date.

Consequent to the afore-said issue of shares, the paid- up share capital of the Company stood at Rs. 107,01,23,875 divided into 107,01,23,875 Equity Shares of Re. 1/- each

Entry into the Investment Sector

Empower''s Board had placed before its members in the last Annual General Meeting, its vision of capitalizing the opportunities as foreseen in the currently robust Securities Market that is expected to provide several attractive investment opportunities, and proposed to commence the business of Investment as stated in the Other Object Clause of the Memorandum of Association of the Company.

Empower being operating currently in the business of Hardware sales, Software package sales, approved the commencement and carrying out the aforementioned business, in the previous Annual General meeting of the Company held on 30 th September, 2011.

Again, the intention behind the deal was to unlock value for our shareholders and provide the business with the scale and size it needed to serve a larger base of Indians.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the Shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates.

Your Directors also recognize and appreciate the hard work and sincere efforts performed by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

By Order of the Board

For Empower India Limited

sd/-

Date: 30th August, 2012 Director

Place: Mumbai


Mar 31, 2009

The Directors have pleasure in presenting their TWENTY SEVENTH REPORT together with the audited Accounts of the Company for the financial year ended March 31, 2009.

FINANCIAL RESULTS

The financial results of the Company for the year under review are as under:

Financial year Financial year PARTICULARS ended ended 31.3.2009 31.3.2008

Income from Sales 6,760.25 7,367.43

Operating Expenditure 6,699.30 7293.23

Operating Profit 60.95 74.18

Profit before Depreciation & Taxes 60.95 74.18

Depreciation 47.18 56.22

Profit Before Tax (PBT) 13.76 17.96

Provision for Income tax 6.11 2.25

Deferred Tax 2.04 (3.31)

Net Profit for the year 5.62 19.03

Balance from previous year 340.60 324.53

Amount available for appropriation 346.22 343.53

Appropriation towards Dividend - 2.50

Tax on Dividend - 0.42

Balance carried to Balance Sheet 346.22 340.60

REVIEW OF OPERATIONS

The Sales income for the year under review amounted to Rs. 6,760.25 lacs as compared to Rs.7,367.43 lacs for the previous year. The operating profit for the year touched Rs.60.95 lacs, as compared to Rs.75.14 lacs for the previous year. The decline in turnover and operating profit is attributed to the global economic crisis.

DIVIDEND

In view of the expansion-cum-diversification programmes undertaken by the Company, your Directors have decided to conserve the reserves for meeting the capital expenditure for the said programmes. No dividend has therefore been recommended for the year under review.

CURRENT OPERATIONS

Your Directors are pleased to inform you that your Company has established its place in the field of IT infrastructure management business and the performance for the current year has been excellent. With the revival of the global market, the Company expects to perform well in the current year.

BUSINESS OUTLOOK

(a) IT Infrastructure management:

Enterprises find it tough to manage diverse networks, devices, databases and applications across a global footprint as they grow out of existing infrastructure. That is where EMPOWER comes in picture! With our service operation centre delivering 24x7x365 availability and scalability, provides well-tailored infrastructure support services for the clients specific requirements to meet the performance and availability demands of their businesses. We provide remote maintenance and support to clients, thereby helping them manage diverse networks, devices, databases and applications located either across different data centres or on in-house infrastructure, throughout the world. Organisations have the freedom to out-task as little or as much of their IT infrastructure as they deem necessary. Moreover, it helps them maintain a secure infrastructure without requiring businesses to invest heavily. The scope for this business has increased substantially, since the clients have ample time at their disposal to concentrate on core business activities which need their direct attention. EMPOWER is all set to capitalize on this business.

(b) Solatube day lighting system :

As a major step in the diversification front, EMPOWER is taking a great leap by entering the business of Solatube day lighting system where it captures sunlight through a dome on the roof and channels it down through the internal reflective system. Thus the system moves daylight in the most affordable way to dark places where sunlight cannot reach. This is the most innovative and environmentally friendly way to naturally brighten every room and is popularly known as Tubular Day Lighting Device. The application can be used effectively in residential, commercial, industrial, educational and warehouse areas where natural light is rarely an option. EMPOWER is in the process of finalizing the ways and means of bringing this new technology to India.

(c) Renewable Energy generation:

Power Sector has been one of most sought sectors requiring investment to meet the ever increasing demand for electricity. Your Company has identified renewable energy generation as one of its major profit generating avenues. Besides setting up new power generation farms, opportunity is being taken to take over and manage existing power units with the capacity ranging from 5 to 10 MW.

DEPOSITS:

The Company did not accept or renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules framed thereunder.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company come under the purview of Section 217 (2A) of the Companies Act, 1956 and the Rules framed thereunder. Therefore the Statement required to be annexed under the said Section has not been annexed.

DIRECTORS

Mr. Dewang Master retires by rotation, but being eligible, offers himself for reappointment.

Mr. Vasudev Madhudas Balani, has offered himself for appointment as a Director of the Company. Mr. Balani is Mechanical Engineer and has rich industrial experience of 35 years in India and abroad. His presence on the Board is of much importance and advantageous to the business of the Company. Notice under Section 257 of the Companies Act, 1956 has been received from a Member of the Company, proposing his candidature to the office of Director.

Your Directors recommend the said appointments.

AUDITORS:

The retiring Auditors, M/s. MRM & Associates, Chartered Accountants have regretted their inability to continue as Auditors of the Company. They have accordingly submitted their letter of resignation which will take effect from the conclusion of this Annual General Meeting.

The Company has received consent from M/s. Anilkumar Maheshwari, Chartered Accountants, Mumbai to act as the Statutory Auditors of the Company together with a certificate stating that the proposed appointment is within the prescribed limits of Section 224(1B) of the Companies Act, 1956. Members are requested to appoint them as Statutory Auditors and fix their remuneration.

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

Since the company is not carrying on any manufacturing activities, the details relating to conservation of energy and technology absorption are not quite relevant to the Company. The Company earned US $ 45,298.88 (Rs.23,10,242) and the outgo amounted to US $74,079.00 (Rs.38,10,159).

DIRECTORS RESPONSIBILITY STATEMENT:

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

That in the preparation of the accounts for the financial year ended 31s1 March, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures;

That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible 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 the profit of the company for the year under review;

That the directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities; and

That the directors have prepared the Accounts for the financial year ended 31st March, 2009 on a going concern basis.

Registered Office :

25/25A, 2ncl-Floor,

Nawab Building,

327, Dr. D N Road, For & 0n behalf of the Board-

Fort. MUMBAI 400001. Sd/-

Dated: 31st August, 2009 (CHAIRMAN)

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