Amalgamated Electricity Company Ltd Directors Report.

Your Directors present the EIGHTY-FIFTH ANNUAL REPORT of your Company together with the Audited Statements of Accounts for the year ended 3151 March, 2020.

1. FINANCIAL RESULTS Amount ( Rs. .)

Year ended 31st March, 2020 Year ended 31st March, 2019
Profit/Loss for the year (37,56,385) (13,83,952)
Less: Provision for Current Tax
Total (37,56,385) (13,83,952)
Less: Prior Year Tax adjustments - -
Less: Additional Depreciation pursuant to enactment of Companies Act 2013 -
Add: Balance of Profit brought forward (83.87,458) (70.03,506)
Balance carried to Balance Sheet _ (1,21,43,843) (83.87.458)

2. COVID-19

In the last month of FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees consisting of switching to work from home for employees was carried out seamlessly. As of March 31, 2020, work from home was enabled to close to 90 percent of the employees to work remotely and securely. Although there are uncertainties due to the pandemic a the business model position the Company well to navigate the challenges ahead and gain market

3. DIVIDEND

In view of the accumulated losses, the Directors do not recommend any dividend for the year under report.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change, in the nature of business of the Company.

5. MANAGEMENT ANALYSIS

The Company is exploring diversification into allied activities within the ambit of the Objects Clause in the Memorandum of Association.

6. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT

There has been no material change between the end of the Financial Year and the date of the Board Report.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

There are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES

As on the date of this Report, the Company has no Subsidiary or Joint Venture.

9. ASSOCIATE COMPANIES

As on the date of this Report, there is no Associate Company.

10. FIXED DEPOSITS

The Company has not invited/accepted any deposits from the public during the year ended 31st March, 2020.

11. AUDITORS

The Company s Auditors Messrs Mayur Mahesh Shah & Co., Chartered Accountants, were appointed as statutory auditors of the company from the conclusion of the Eighty Third Annual General Meeting of the Company held on 14-08-2018 till the conclusion of the Eighty Eight Annual General Meeting to be held in the year 2023. They have confirmed their eligibility under section 141 of the Act, and the rules framed thereunder for reappointment as Auditors of the Company as required under SEBI regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors

12. SHARE CAPITAL

Sub division of Equity Shares of Face Value of ? 10/- each into Equity Shares of Face Value of ? 51- each

Pursuant to the approval of shareholders of the Company through Extra Ordinary General Meeting dated 27th September, 2019, the nominal face value of equity shares of the Company was sub-divided from ? 10/- per equity shares to ? 5/- per equity share regulatory provisions and procedures were completed on 11th November, 2019 and the equity shares were sub divided w.e.f. 11,h November, 2019. To facilitate this sub-division, shareholders were issued 2 equity shares of ? 5 each in lieu of 1 equity share of ? 10 each held by them as on the record date i.e. 11th November, 2019, fixed for this purpose,

13. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return prepared in Form MGT-9 in pursuance of Section 92 of the Companies Act, 2013 is annexed as Annexure I and forms part of this Report.

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

The nature of business being retailing, providing information with regard to conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 and the Rules thereunder and forming part of this Report does not arise for your Company.

Further, the Company neither used nor earned any foreign exchange during the year under report.

15. CORPORATE SOCIAL RESPONSIBILITY

Since the Companys net worth as well as its net profits are both below the minimum prescribed limits, the provisions of clause (o) of Section 134(3) of the Companies Act, 2013 read together with Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 do not apply and hence disclosures on Corporate Social Responsibility are not required to be given.

16. DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Nitin Velhal, Whole Time Director of the Company and Mr. Satyen Dalai, Director of the Company have tendered their resignation to the company w.e.f 19-06-2020. The Board of Directors of the company expressed their gratitude towards the efforts of the directors.

Mr. Milan B. Dalai, Director (DIN 00062453), retires at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 2019-2020, the Board of Directors met 5 times viz. on 24,h April, 2019, 30th May, 2019, 09th August, 2019, 11th November, 2019 and 25th January, 2020

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 and hence no information is required to be furnished.

Details of investments in all bodies corporate are given in Note No.4 in the Financial Statements.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Companys contract with related parties are given in Note No. 19 of the Financial Statement has not entered into any contract or arrangement with related parties.

20. MANAGERIAL REMUNERATION

The Key Managerial Personnel are not paid any remuneration.

21. SECRETARIAL AUDIT REPORT

M/s Sanjay Soman & Associates, Company Secretaries in Whole-time Practice, Mumbai, were appointed Secretarial Auditors of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder.

The Secretarial Audit Report issued by M/s Sanjay Soman & Associates is annexed as Annexure II and forms part of this Report.

The said Report does contain observations by the secretarial auditor in relation to complying with various provisions of the Companies Act, 2013 and SEBi(LODR) Regulation 2018

The Board of Director of the company have already started to comply with the provisions of the company Act, 2013 and SEBI (LODR) Regulations 2018 in relation to the observations given by the Secretarial Auditor.

22. CORPORATE GOVERNANCE CERTIFICATE

The provisions pertaining to Corporate Governance do not apply to the Company and hence the Company is not required to furnish any certificate with regard to Corporate Governance.

23. RISK MANAGEMENT POLICY

The provisions pertaining to Corporate Governance do not apply to the Company and hence the Company is not required to furnish any report regarding Risk Management Policy.

24. PARTICULARS OF EMPLOYEES

During the year under report, there was no employee of the category mentioned in Section 134 of the Companies Act, 2013 and the Rules thereunder and hence information in this regard is not required to be furnished.

25. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance. Committees of the Board and individual Directors pursuant to the provisions of the Act and Securities and Exchange Board of India ("SEBi") (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee Meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in Meetings. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. In a separate meeting of Independent Directors, performance of non-independent Directors was evaluated.

26. DIRECTORS RESPONSIBILITY STATEMENT

As required under Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

1 In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year covered under this Report and of the profit of the Company for the year.

3. They have taken proper and sufficient care for the 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.

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

5. They have laid down internal financial controls to be folfowed by the Company and that such internal financial controls are adequate and were operating effectively.

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

27. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co-operation and diligent efforts of the employees of your Company.

Form MR3: Secretarial Audit Report

UD1N F004146B000559283 For the year 2019-20

( pursuant to the section 204(1 )of the Companies Act 2013 and the rule 9 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 Read with the applicable regulations of SE6l (Listing obligations and Disclosure

Requirements) Regulations of 2015]

To,

The Members

Amalgamated Electricity Co Ltd Bhupen Chambers, Ground Floor Unit 1, Dalai Street

Fort, Mumbai 400 001

CIN: L31100MH1936PLC002497

A. We have undertaken the Secretarial Audit of statutory provisions and the adherence to good corporate practices by AECL, {the Company). Secretarial Audit process has been conducted for the year 2019-20 during the period of nation- wide Lockdown which was imposed along with complete curfew as per article 144 of constitution of India due to COVID 19 pandemic situation.

Hence, the process adopted to suite the situation in a manner that provided us a reasonable basis for verification of (he documents, filings and other records maintained by the company; shared mostly in the soft-form/ scanned or in electronic media with the help of internet for the purpose of evaluating the corporate conduct of the Board and management of the company, adherence to the applicable statutory provisions and its compliances and expressing our opinion thereon.

B. Based on our verification of the Companys papers, documents returns , forms and other information memorandums filed with regulators, other records maintained by the Company and also the information provided by the company , its officers, agents and authorized representatives, during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended March 31,2020 ("the financial year"), complied with the statutory provisions of companies act 2013, its obligations under various applicable SEBI guidelines as listed below and also that the Company has followed proper Board processes and compliance mechanism as per records in place, to the extent, in the manner and subject to the reporting by us in this context.

C. We have examined the books, papers, minutes books, the forms and returns filed and other records maintained by the Company for the financial year ended March 31,2020, as per provisions of:

I) The Companies Act.20l3 (the Act) and the Rules made there under read with notifications, explanations and clarifications thereto:

II) The Securities Contracts (Regulation) Act. I956 (SCRA) and the Rules made there under:

Ilf) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

IV) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):

(a) The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations.20II, as amended from time to time.

-No such activity is reported during the period under Audit

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations" 2015. as amended from time to time.

- No such activity is reported during the period under Audit till the shares were listed again on BSE after a suspension for public trading.

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2009, as

amended from time to time.

-So far as , the regulations are applicable to the Company during the financial year since the Company has not raised any money from the public but had relisted its shares on BSE and also processed split of face value of shares from Rs 10 to Rs 5 per equity share.

(d) Ail other regulations issued by SEBI such as Employee based shares, listing of corporate debts, delisting of shares, buy back of shares etc ., were not applicable and hence not considered for the financial year.

V) Other significant policies and regulations specifically applicable to the Company, including:

(i) Secretarial Standards issues by ICSI SS 1 and 2,

(ii) Depositories Regulations applicable to R&T Agent appointed by the company

(iii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. as amended from time to time, and with the circulars issued there under.

THE AMALGAMATED ELECTRICITY COMPANY LIMITED

During the financial year, the Company has generally complied with the provisions of the Act, Rules" Regulations, Guidelines, etc. mentioned herein above.

VI) And together with special sanctions and notifications issued by MCAand SEBI for the specific period under circumstances of COVID 19 since March 25,2020, so far as applicable till date of this report:

D. With standing the comments upon examination of records, We report that:

1. The Board of Directors of the Company ("the Board") is duly constituted with proper balance of Executive Directors, Non- Executive Directors, Independent Directors and Woman Director in terms of Companies Act, 2013 and Regulation 17 of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Adequate notice has been given to all directors to schedule the Board Meetings during the financial year under review, Agenda and detailed notes on agenda were sent properly before the scheduled meeting. 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.

3. All the decisions were carried out with proper vote-count noted in the minutes. As per minutes of the meetings, none of the members of the Board have expressed dissenting views on any of the agenda items during the financial year.

4. The Company has obtained approval of shareholders under Regulation I7 (6) (e) of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015, through postal ballot in respect of the Split of the face value of shares and its listing on BSE and duly complied with the process of split of the face value and re issue /re list the equity shares as per BSE guidance.

E. We further report that:

1. there are adequate systems and processes followed in the Company ,by the Whole Time Director, CFO, Company Secretary, Internal Auditor and Committees of Directors; duly appointed by the Board of Directors, commensurate with the size and operation of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines .

2. On adequacy of compliance with other applicable laws including industry/sector specific laws, under both Central and State legislations, the reliance has been placed on the Compliance Certificate issued by the Company Secretary and Whole Time Director at each Board meetings, and on the report received by the Company as part of the Companys Compliance Management and Reporting System.

3. Based on the aforesaid internal compliance certificates, we are of the opinion that the company has generally complied with the following:

i) . Compliance under Local Governing Bodys regulations applicable for the company to conduct its business such as Shop and

Establishment Licenses, Registration of office address, payment of taxes and cess etc.

ii) . Compliance under employees related acts such as Provident fund, ESIC , payment of wages Act, Minimum wages Act,

Contract labour and Child Labour (Regulation and Abolition) Act and other related legislations.

iii) . Deposit of taxes relating to Income Tax , GST Act and other applicable taxes including Tax deducted at source etc,

However, the cases of disputed tax liabilities of amounts are brought up to notice of Board by the Report of Auditors of the company in their Notes to Accounts forming an integral part of the Financial Statement for the financial year and also disclosed in their Audit Report,

iv) . The procedure prior and after the appointment of independent Directors and a Whole Time Director, as related with their

qualifications and experience, and remuneration were considered through the respective committees formed by the company.

F. The self-declarations by the individual directors, forms filed in respect of events with MCA and minutes of the committees and the Board were relied upon to the extent of this report as made available in the soft form, together with Management Representation letter signed by the Director of the company.

G. The company has been advised to suitably develop the electronic support systems and keep the requisite data related with routine compliance with Companies Act, SEBI regulations as well as Stock Exchange reporting norms ;for the sake of availability of the same for the management and moreover, for ensuring the ease of compliance reporting and also for regulatory audit purpose, such as new norms on Insider Trading regulations as applicable to the listed companies ,etc.

H. Enclosed : Annexure A.

For Sanjay Soman & Associates

Prop. Sanjay Soman, CP 817

UDIN F004146B000559283

Date 13.Aug.2020

Mumbai