exelon infrastructure ltd share price Directors report

DIRECTORS REPORT

To

The Members

M/s. EXELON INFRASTRUCTURE LIMITED

Hyderabad.

Your Directors have pleasure in presenting the 35th Annual Report of your Company together with the Audited Annual Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

		(Rupees in Lacs.)
Particulars	Financial Year for 2013-2014	Financial Year for 2012-2013
Income	6018.75	5739.87
Depreciation	30.00	29.48
Profit/Loss After Tax	116.58	111.51

BUSINESS REVIEW & FUTURE OUTLOOK :

During the year under review Company has recorded net profit of Rs.116.58 Lakhs as compared to Rs. 111.51 Lakhs during the previous year. In spite of slowdown in the industry, your directors sensible decision in carrying out the viable projects resulted in profitability growth.

ADDITIONAL INFORMATION AS REQUIRED U/S 217(1)(e) OF THE COMPANIES ACT, 1956

(a) Conservation of Energy	: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.
(b) (i)Technology Absorption, adaptation and innovation	: No technology either indigenous or Foreign is involved
(ii)Research and Development (R & D)	: No research and Development has been carried out
(c) i) Foreign exchange earnings	: NIL
ii) Foreign exchange out go	: NIL

PARTICULARS OF EMPLOYEES :

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules 2011, the Directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

DIRECTORS :

Mr. Srinivas Yadav Sher and Mr. Ramakrishna Makkena are proposed to be appointed as Independent Directors.

AUDITORS :

M/s. P Murali & Co., Chartered Accountants appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 38th Annual General Meeting of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM), at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

FIXED DEPOSITS :

The Company has not accepted any Fixed Deposits, falling within the purview of Section 58A of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT :

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

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) we 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 at the end of the financial year and/or of the Profit or Loss of the company for that period;

iii) We 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;

iv) We have prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO THE LISTING AGREEMENT :

Presently the companys Equity Shares are listed at the Bombay Stock Exchange of India limited, Mumbai (BSE) and the company paid the Annual Listing Fee up-to 2014-2015.

MANAGEMENT DISCUSSIONS AND ANALYSIS

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control systems are aimed at promoting operational efficiencies. The Company is conducting internal audit at regular intervals to ensure that:

a) Transactions are executed in accordance with the Companys policies and authori zations.

b) Deployment of funds is in accordance with the Companys policies.

The internal audit is conducted as per the requirement of the Company and the report is submitted to the Audit committee and to the Management. It reviews the policies and procedures followed.

The Audit Committee with two independent and non-executive directors meets regularly to investigate any matter relating to the internal control system and reviews the Internal Audit. The committee reviews the quarterly and half yearly financials before they are submitted to the Board of Directors.

HUMAN RESOURCES

The Company believes that a right workforce makes all the difference in maneuvering an organization to the highest levels of success and achievement. The works out sourced are monitored by the team of quality inspectors and as per the future strategy it will be required to hire and nurture core professionals in the field of proposed operations of the company. A qualified technical team is at the core of our operations. Having acquired expertise in their niche areas, they are trained in-house, on a regular basis, on diverse emerging trends and products.

CORPORATE GOVERNANCE :

In order to bring more transparency in the conduct of business, the Stock Exchanges have amended the listing agreement incorporating the code of corporate governance to listed companies. Your Company has always been committed to the best practices in the governance of its affairs. Your company had taken steps and complied with most of the recommendations during the year. For the year under review, the Compliance Report is provided in the Corporate Governance section in this Report. The Auditors Certificate on compliance with the mandatory requirements of Corporate Governance is given in "Annexure "A" to this Report."

PERSONNEL

The Relation between the management and the staff were very cordial throughout the year under view your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for the cooperation and assistance by Central and State Governments, and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees.

	For and on behalf of the Board 0f Directors
	M/s. EXELON INFRASTRUCTURE LIMITED
	(M.SRINIVASRAO)	(SRINIVAS YADAV SHER)
	WHOLE TIME DIRECTOR	DIRECTOR
Place: Hyderabad
Date: 04.12.2014