Elango Industries Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting to you the 30th Annual Report of the Company together with the Audited Balance Sheet of the Company as at 31st March, 2019, the Statement of Profit and Loss for the year ended on that date and the Auditors Report thereon.

FINANCIAL SUMMARY/ HIGHLIGHTS:

Rs. Lakhs

2018-19 2017-18
Net Sales/ Income - -
Other Income 20.00 52.39
Profit/Loss Before Depreciation and Tax (22.67) (7.17)
Depreciation - -
Profit/Loss before Tax (22.67) (7.17)
Less : Provision for Tax 0.00 0.00
Profit/Loss after Tax 0.00 0.00
Add : Profit/ Loss brought forward 50.25 50.25
Adjustments related to fixed assets - -
Profit/Loss Carried to Balance Sheet 50.25 50.25

As the members of the Company are aware that, the approval of the members was accorded at the 26th Annual General Meeting (AGM) for undertaking "Operation & Maintenance"–(O & M) activities and other service activities to Cauvery Power Generation Chennai Private Ltd –"CPGCPL". The Company received a sum of Rs 20 Lakhs towards income from rendering of O & M activities during financial year under report.

OUTLOOK:

In order to augment more revenues, the company has planned to undertake and execute EPC Contracts for "CPGCPL", Chennai and O & M Contracts for M/s Cauvery Solar Power Private Ltd –"CPGCPL", Chennai (both are Group Companies) for which necessary approval of shareholders have been obtained at the 26th Annual General Meeting held on 29th September,2015.

Approval was also accorded by members for undertaking back-end activities of the Television Channel Viz, "Cauvery News" at the 27th Annual General Meeting held on 29th September, 2016.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting financial position of the company between 31st March 2019 and the date of Boards Report.

DIVIDEND:

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Since the company has no manufacturing activities at present, details are not furnished

BOARD MEETINGS:

During the Financial Year, eight meetings of the Board of Directors were held on 24-05-2018, 14-07-2018, 24-07-2018, 13-08-2018, 27-08-2018, 12-11-2018, 25-01-2019 and 25-03-2019. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013

Attendance of Directors at the Board meeting:

Sl No Name of Director No of meetings attended
1. Mr.S.Elangovan 8
2. Mr.S.A.Premkumar 8
4. Mrs. Preethi Natarjan 8
5. Dr.M.Ramasamy 8

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year under report, Mr.S.A.Premkumar was re-appointed as Directors of the company liable to retire by rotation. Mr. R. Manoranjan, Company Secretary of the Company has resigned from the Company w.e.f 25th January, 2019. The remuneration and other details of KMP for the FY 2018-19 are provided in the extract of the Annual Return which forms part of this Directors Report.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Amresh & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year 2018-19. The Secretarial Audit Report is annexed to this report as

Annexure - 1.

INDEPENDENT DIRECTORS:

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

The Independent Directors of the Company had met one time during the year to review the performance of Non- Independent Directors, Chairperson of the Company and the Board as a whole. They had accessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

AUDIT COMMITTEE:

The composition, powers, role and terms of reference of the Committee are constituted as per the Section 177 mentioned under the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee consists of three Directors Viz. Mr.S.A. Premkumar, Dr.Ramasamy and Ms.Preethi Natarajan. During the year, four meetings of the Audit Committee were held on 24-05-2018, 13-08-2018, 12-11-2018 and 25-01-2019. All the above three Directors attended the above four meetings. There are no recommendations of the Audit Committee not accepted by the Board.

DETAILS OF RELATED PARTY TRANSACTIONS:

Approval of the members was accorded at the 26th Annual General Meeting –AGM for undertaking "Operation & Maintenance" –(O & M) activities and other service activities for Cauvery Power Generation Chennai Private Ltd –"CPGCPL". Accordingly the company entered in to an O & M Contract with "CPGCPL" with effect from 1st October, 2015 which has yielded revenue of Rs 20 lakhs during financial year under report.

Pursuant to Section 134(3) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 information pertaining to related parties are given in Form AOC-2 as Annexure- 2 of the report.

The Company is neither a holding company nor a subsidiary Company and hence the disclosure under Regulation 34(3) and 53(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, are not furnished

GREEN INITIATIVE:

Pursuant to Sections 101 and 136 of the Act read with Companies (Management and Administration) Rules, 2014 and Companies (Accounts) Rules, 2014, the Company can send Notice of Annual General Meeting, financial statements and other communication in electronic forms. Your Company is sending the Annual Report including the Notice of Annual General Meeting, audited financial statements, Directors Report along with their annexure etc. for the Financial Year 2018-19 in the electronic mode to the shareholders

E-VOTING/BALLOT VOTING:

In terms of requirements of the Companies Act, 2013 and the relevant Rules, the Company has provided ‘remote e-voting (e-voting from a place other than venue of the AGM) facility through

Central Depository Services (India) Limited (CDSL) as an alternative, for all members of the Company to enable them to cast their votes electronically, on the resolutions mentioned in the notice of the 30th Annual General Meeting (AGM) of the Company.

The facility for voting, through ballot / polling paper shall also be made available at the venue of the 30th AGM. The members attending the meeting, who have not already cast their vote through remote e-voting shall be able to exercise their voting rights at the meeting. The members who have already cast their vote through remote e-voting may attend the meeting but shall not be entitled to cast their vote again at the AGM.

The Company has appointed Amresh & Associates, Practicing Company Secretary, Chennai as the Scrutinizer for conducting the remote e-voting and the voting process at the AGM in a fair and transparent manner. E-voting is optional. The instructions for shareholders voting electronically are provided in the notes to the Notice of 30th Annual General Meeting.

NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors at their meeting held on 28th May, 2015 re-constituted a committee of the Board of Directors was constituted to be called as "Nomination and Remuneration Committee" and framed the "Nomination and Remuneration Policy" in accordance with the provisions of Section 178 of the Companies Act, 2013 with the following members:

1. Mr.S.A.Premkumar

2. Dr.M.Ramasamy

The above two Directors attended the Nomination and Remuneration Committee meeting held on 24th May, 2018 14th July, 2018, 24th July, 2019 , 13th August, 2018 and 25th January, 2019

REMUNERATION POLICY:

MANAGING DIRECTOR AND INDEPENDENT DIRECTORS

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management personnel, Key Managerial Personnel and fixing their remuneration. The objective and broad framework of the Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interest of the Company and its Shareholders. It also ensure the effective recognition of performance and encourage a focus on achieving superior operational results.

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

COMPANY SECRETARY AND SENIOR MANAGEMENT PERSONNEL:

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

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

1. Mr.S.A.Premkumar

2. Mr.S.Elangovan

The Stakeholders Relationship Committee oversees, inter-alia, redressal of Shareholders and Investor grievances, transfer/ transmission/transposition of shares, Split, consolidation, issue of duplicate shares certificates, recording dematerialization/ dematerialization of shares and related matters.

The detailed particulars of Investors complaints handled by the Company / Registrar & Share Transfer Agent during the year 2018-19 are as under:

Opening Balance Received during the year Resolved during the year Closing balance
Nil Nil Nil Nil

The complaint has been resolved to the satisfaction of the complainant and no investor complaint was pending at the beginning or at the end of the year. The Company has acted upon all valid requests for share transfer received during the year 2018-19 and no such transfer is pending at the end of the year. During the financial year five meetings of stake holders Relationship Committee were held and all the above three Directors attended the meetings.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

In compliance with provisions of Section 177 of the Act read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has constituted Vigil Mechanism/Whistle Blower Policy for Directors, employees and vendors of the Company. The Whistle Blower Policy enables the Directors, employees and vendors to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or ethics Policy, thereby ensuring that the activities of the Company are conducted in a fair and transparent manner. We further affirm that no employee has been denied access to the audit committee during the year 2018-19.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements u/s 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, your Directors confirm that they have:

a) followed in the preparation of the Annual Accounts, the applicable Accounting Standards and given proper explanation relating to material departures ; if any

b) selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and Loss Account of the Company for that period;

c) taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March, 2019 in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for the prevention and detection of Fraud and other irregularities;

d) prepared the Annual Accounts on an ongoing basis;

e) laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

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

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited accounts has been placed on the website of the Company at www.elangoindustries.com.

STATUTORY AUDITORS:

MR A.R Nagappan, Chartered Accountant, Chennai Membership No.203323 allotted by the Institute of Chartered Accountants of India (ICAI) were appointed as the Statutory Auditors of the Company at the 28th Annual General Meeting of the Company held on 28th September, 2017 to hold office for a term of five years till the conclusion of 33rd Annual General Meeting of the Company. The Board was authorized to fix such remuneration as may be recommended by the Audit Committee in consultation with the Auditors.

The said appointment was subject to ratification by the Members at every intervening Annual General Meeting held after the said 28th Annual General Meeting of the Company. By The Companies (Amendment) Act 2017 (vide notification dated 3rd January 2018) which has already come into force, the requirement relating to such ratification of appointment every year has been omitted. Accordingly, the existing Statutory Auditor viz MR A.R Nagappan, Chartered Accountant,

Chennai will continue to be the Statutory Auditor of the Company till the conclusion of 33rd Annual General Meeting of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment and all employees (permanent, contract, temporary, trainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the year 2018-19 under review.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to management is reliable and timely. Company ensures adherence to all statutes.

The Internal Financial Control systems are adequate considering the present state of business. The company has established Internal Financial Control framework including internal control over financial reporting operating controls and fraud framework. The framework is revised regularly by the management and tested by the internal audit team. Based on the periodical testing, the frame work is strengthened from time to time to ensure adequacy and effectiveness of Internal Financial Controls. The Report of the Statutory Auditors containing the Internal Financial Controls is given in Annexure –B of the Statutory Auditors Report for the year ended 31st March, 2019

RISK MANAGEMENT:

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

EXTRACT OF ANNUAL RETURN:

In compliance with Section 134 (3)(a) of the Act, an extract of the Annual Return in the prescribed format is appended to this report as Annexure- 4.

PERFORMANCE EVALUATION:

The Board evaluates the performance of Non-executive and Independent Directors every year. All the Non-Executive and Independent Directors are eminent personalities having wide experience in the field of Business, Industry, Law and Administration. Their presence on the Board is advantageous and fruitful in taking business decisions

PARTICULARS OF EMPLOYEES:

The information required pursuant to section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 and Companies (Particulars of Employees), Rules 1975, in respect of employees of the company and Directors is furnished in Annexure-3.

There are no employees drawing remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014. No remuneration was paid to the Directors of the company. Hence details are not given.

STATEMENT PURSUANT TO LISTING AGREEMENTS:

The Companys securities are listed with BSE Limited. The company confirms that it has paid the Annual Listing Fees for the year 2019-20 in time and there were no arrears

DIRECTOR:

Mr.S.A.Premkumar, who retires by rotation and being eligible offers, himself for reappointment. The brief resume of the director proposed to be re-appointed and other relevant information has been furnished in the Notice convening the AGM. Appropriate resolutions for their appointment/reappointment are being placed for approval of the members at the AGM.

The Directors recommend that the resolution placed before the Members regarding the appointment/reappointment of the Directors be approved

OTHER DISCLOSURES:

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

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

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

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

The company has adhered to the Secretarial Standards and made disclosures in relation to the Boards Report for the year under review.

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

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

There are no further or typical areas of risks or concerns outside the usual course of business foreseeable at this time. Internal control systems are found to be adequate and are continuously reviewed for further improvement

MANAGEMENT DISCUSSION & ANALYSIS :

Management Discussion & Analysis Report on the business of the Company for the year ended 31st March 2019 is furnished here. In this we have attempted to include discussion on all the specified matters to the extent relevant or within limits that in our opinion are imposed by the Companys own competitive position.

REVIEW OF OPERATIONS:

The financial review is available in the Boards report.

DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of financial statements, treatment that prescribed in an Accounting Standard has been followed.

OUTLOOK:

The Power Sector has a bright future. So the Company is actively planning to enter into EPC contracts for which approval was accorded by members in the Notice of the 30th Annual General Meeting.

ENVIRONMENT & SAFTEY:

The Company is very conscious of the need to protect environment. The company is taking all possible steps for safe guarding the environment.

OTHER MATTERS:

There are no further or typical areas of risks or concerns outside the usual course of business foreseeable at this time. Internal control systems are found to be adequate and are continuously reviewed for further improvement.

CAUTIONARY STATEMENT:

Statements in this "Management Discussion & Analysis" which seek to describe the Companys objectives, projections, estimates, expectations or predictions may be considered to be "forward looking statements" within the meaning of applicable securities laws or regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the companys operations include global and Indian demand-supply conditions, finished goods prices, stock availability and prices, cyclical demand and pricing in the companys markets, changes in the government regulations, tax regimes, economic developments within India and countries with which the company conducts business besides other factors, such as litigation and other labour negotiations.

Part C , D & E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are not applicable since the company was having paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

Part F Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 - Disclosures with respect to demat suspense account/ unclaimed suspense Account – There are no shares outstanding in demat suspense account or unclaimed suspense account.

ACKNOWLEDGEMENT

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

For and on behalf of the Board
Place: Chennai (S.Elangovan)
Date: 5th August, 2019 Chairperson