Elcid Investments Ltd Directors Report.

DIRECTORS

To,

The Members

Elcid Investments Limited

Your Directors have pleasure in presenting the Thirty Third Annual Report together with the audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:
PARTICULARS 2013-14 2012-13
Net Profit before tax 163,704,763 128,851,818
Less; Provisions for taxation 4,500,000 1,200,000
Less: Deferred Tax 409,851 (29,287)
Net Profit after tax 158,794,912 127,681,105
Add: Balance brought forward from last years Balance Sheet 400,989,615 314,048,410
Disposable Profit 559,784,527 441,729,515
Less: Transfer to Special Reserve 32,000,000 25,600,000
Less: Transfer to General Reserve 16,000,000 12,800,000
Less: Proposed Dividend on Equity 2,000,000 2,000,000
Corporate Dividend Tax 339,900 339,900
Balance carried to Balance Sheet 509,444,627 400,989,615

1. DIVIDENDS:

Your Directors have pleasure to recommend payment of Dividend for the year ended 31.03.2014 on 200000 Equity Shares of Rs.10/- each at .10.00. (Previous year Rs. 10.00 per share) The Dividend on equity shares, if approved, would amount to Rs. 23.40 Lacs including corporate dividend tax of Rs.3.40 Lacs and will be paid to those members whose names appear on the Register of Members as on 20th August, 2014.

2. FIXED DEPOSITS:

The company does not accept any Fixed Deposits from the Public.

3. EMPLOYEES:

There are no employees drawing any remuneration in terms of section 217 (2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules, 1975 (as amended).

4. DIRECTORS:

Mr. Amar A. Vakil and Ms. Nehal A. Vakil retire by rotation and being eligible, offer themselves for reappointment.

5. DIRECTORS RESPONSILITY STATEMENT:

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

1. That in preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures,

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review:

3. That the Directors have taken proper and sufficient care 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:

4. That the directors have prepared the accounts for the financial year ended March 31, 2014 on a going concern basis.

6. SUBSIDIARY:

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts of Subsidiary Companies along with the Report of Board of Directors and Auditors for the ended March 31, 2014 is annexed.

7. AUDITORS & AUDITORS REPORT:

M/s. Deepak Shah & Company, Chartered Accountants, retire as the Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office if reappointed. Your Directors recommend their re-appointment for the ensuing year.

8. INFORMATION AS PER SECTION 217(1)(e) READ WITH COMPAINES (DISCLOSURE OF PARTICULARS IN THE REPORT BOARD OF DIRECTORS) RULES, 1988:

The particulars regarding Conservation of Energy, Technology Absorption is not given as the same is not applicable. The Company has not earned any Foreign Exchange and has no outgo of Foreign Exchange.

9. COMPLIANCE CERTIFICATE:

Your company does not attract the conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement with the Stock Exchange, Mumbai, as per Schedule of implementation.

10. SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the provisions of section 383A of the companies Act, 1956, a certificate from Mr. Bhupendra K. Shroff, Company Secretary, Certifying that the Company has complied with all the provisions of the companies Act, 1956, is given in the annexure and forms part of this report.

For And On Behalf Of The Board

Nehal A, Vakil

Chairperson

Mumbai: May 27, 2014

COMPLIANCE CERTIFICATE

Registration No. of the Company: 25770

CIN No: L65990MH1981PLC025770

Nominal Capital: Rs.25, 00,000/-

To,

The Members,

ELCID INVESTMENTS LIMITED

414 SHAH NAHAR (WORLI) INDUSTRIAL ESTATE,

B WING, DR.E.MOSES ROAD,

MUMBAI -400018.

I have examined the registers, records, books and papers of ELCID INVESTMENTS LIMITED (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2014 financial year. In my opinion and to the best of my information and according to the examination carried out by me and explanations furnished to me by the company, its officers and agents, I certify that in respect of the aforesaid financial year;

1. The company has kept and maintained registers as stated in Annexure A to this certificate, as per the provisions of the Act and the rules made thereunder and all entries are being updated.

2. The company has duly filed the forms and returns as stated in Annexure B to this certificate, with the Registrar of Companies, under E filing mode within the time prescribed under the Act and the rules made thereunder.

3. The company, being a public limited company the paid up capital of the company is more than the minimum capital provided under the Act, and has more than the minimum number of shareholder required for the public limited company.

4. The Board of Directors duly met five times respectively on 20th May 2013, 1st August 2013. 16th August 2013. 31st October 2013. and 31st January 2014 in respect of which meeting proper notices were given and the proceedings were properly recorded and signed in the Minutes Books maintained for the purpose except Postal Ballot taken on 25th January 2014.

5. The company closed its Register of Members, from 26th July 2013 August 2013 to 09th August 2013 (both days inclusive) and has completed with the provision of section 154 of the Act.

6. The annual general meeting for the financial year ended on 31st March 2013 was held on 16th August 2013 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. No extra ordinary general meeting was held during the financial year.

8. The company has not advanced any loans to its directors or persons or firms or companies referred to under section 295 of the Act except subsidiary company.

9. The company has not entered into any contracts falling within the purview of section 297 of the Act. The company has obtained legal opinion that the said section is not attracted.

10. The company has made necessary entries in the register maintained under section 301 of the Act.

11. As there were no instances falling within the purview of section 314 of the Act, the company has not obtained any approvals from the Board of Directors, members or Central Government.

12. The Board of Directors has issued duplicate share certificates during financial year..

13. The Company has;

(i) Delivered ail the certificates on lodgment thereof for transfer / transmission, split or any other purpose after receiving due clarification and supporting papers in accordance with the provisions of the Act.

(ii) Deposited the amount of dividend declared on 16th July 2013 in a separate bank account and deposited full amount of dividend on declaration thereof.

(iii) Paid/ posted warrants for dividends to all the members within a period of 30(Thirty) days from the date of declaration and that all unclaimed /unpaid dividend has been transferred to Unpaid Dividend Account of the Company was duly transferred.

(iv) Unclaimed Dividend for financial year 31-3-2004 was transferred to IEPF A/c. Unclaimed dividend as on 18-9-2013 will be dealt with in accordance of provision of section 205 of companies Act, 1956..

(v) Duly complied with the requirements of Section 217 of the Act. The Company is advised that corporate governance Rules is not applicable to the company.

14. The Board of Directors of the company is duly constituted.

15. The company has not appointed any Managing Director/Whole-time Director/ Manager during the financial year. The paid up share capital of the company is less then Rs. 5 Crores.

16. The company has not appointed any sole selling agents during the financial year.

17. The company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar and/or such authorities prescribed under the various provisions of the Act during the financial year.

18. The Directors wherever have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under.

19. The company has not issued any shares, debentures or other securities during the financial year.

20. The company has not bought back any shares during the financial year.

21. There was no redemption of preference shares or debentures during the financial year. The company had not issued, any preference shares and/or debenture.

22. There were no transactions necessitating the company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares.

23. The company has not invited /accepted any deposits including any unsecured loans falling within the purview of section 58A during the financial year.

24. The company has not made any borrowings during the financial year ended 31st March 2013.

25. The company has advanced loans and investments to other bodies corporate in compliance with the provisions of the Act and has made necessary entries in the register kept for the purpose. The company has not given any guarantee and provided securities to others.

26. The company has not altered the provisions of the Memorandum with respect to situation of the companys registered office from one State to another during the year under scrutiny.

27. The company has not altered the provisions of the Memorandum with respect to the objects of the company during the year under scrutiny.

28. The company has not altered the provisions of the Memorandum with respect to name of the company during the year under scrutiny.

29. The company has not altered the .provisions of the Memorandum with respect of share capital of the company during the year under scrutiny.

30. The company has not altered its Articles of Association during the financial year.

31. There was/were no prosecution initiated against or shavy cause notices received by the company and no fines and penalties or any other punishment imposed on the company during the financial year, for offences under the Act.

32. The company has not received any money as security on deposit.

33. The provisions of employee Provident Fund are not applicable to the company.

PLACE: MUMBAI Signature:
DATE: 27/05/2014 Name .of the Company Secretary: B.K.SHROFF
C.P.No.116

ANNEXURE-A

Registers as maintained by the company

1. Applications for an allotment of shares

2. Register of Members and Shares Ledger

3. Register of Shares transfers

4. Register of Directors, Managing Directors etc. U/s 301,303,307,308

5. Register of Directors share and Debenture holdings

6. Register of Contracts

7. Record of Register of Contracts Companies and Firms in which Directors etc are . interested

8. Records of Balance Sheet -Annual Return

9. Register of Deposits

10, Register of Investments fixed Asset

11. Register of Investment

12. Minute Books of Board Meeting and Annual General Meeting

ANNEXURE-B

ELCID INVESTMENTS LIMITED 31st MARCH 2014

Forms and Returns as filed by the Company with Registrar of Companies, during the financial year ending 31st March 2014

1. Annual Return Form No 23 AC & 23 ACA challan no Q11402351 dated 09/09/2013 fees Rs.500/-+1000=1500/-

2 Balance Sheet form No 20B as on 31/3/2013 challan no Q12276055 dt 04/10/2013 Rs.500/-

3 Compliance Report Form no 66 challan No Q11290681 dated dt.17/09/2013 filing Rs500/-+1000=i500/-

4 Form no 1 unpaid dividend challan no B83288084 dated 09/09/2013 Rs 500/-

5 Form 23B filed on 31-08-2013 challan no $22054787 Rs 500/-