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Amalgamated Electricity Company Ltd.

BSE: 501622 Sector: Financials
NSE: N.A. ISIN Code: INE492N01014
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Amalgamated Electricity Company Ltd. (AMALGAMATEDELEC) - Director Report

Company director report

TO THE SHAREHOLDERS

Your Directors present the EIGHTY-FIRST ANNUAL REPORT of your Company togetherwith the Audited Statements of Accounts for the year ended 31st March 2016.

1. FINANCIAL RESULTS

Amount (Rs)

Year ended 31s1 March 2016 Year ended 31st March 2015
Profit/Loss for the year 518901 51233
Less: Provision for Current Tax 100000 9800
Total 418901 41433
Less: Prior Year Tax adjustments -- --
Less: Additional Depreciation pursuant to enactment of Companies Act 2013 -- --
Add: Balance of Profit brought forward (5687454) (5728887)
Balance carried to Balance Sheet (5268553) (5687454)

2. dividend

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

3. CHANGE IN THE NATURE OF BUSINESS IF ANY

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

4. management analysis

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

5. material changes between the end of the financial year and the date of the boardreport

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

6. DETAILS IN RESPECT OF ADEQuACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

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

7. DETAILS OF SuBSIDIARY/JOINT VENTuRES

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

8. ASSOCIATE COMPANIES

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

9. FIXED DEPOSITS

The Company has not invited/accepted any deposits from the public during the year ended31st March 2016. There were no unclaimed or unpaid deposits as on 31stMarch 2016.

10. auditors

M/s. N. M. Pandya & Associates Chartered Accountants Mumbai bearing ICAIRegistration No.131008W hold office as Auditors of your Company upto the conclusion of theforthcoming Annual General Meeting. A certificate has been obtained from them pursuant toSection 141(3)(g) of the Companies Act 2013 to the effect that their appointment ifmade would be within the limits prescribed thereunder.

11. auditors’ report

There is no comment/qualification/adverse remark/explanation made by the Auditors intheir Report.

12. SHARE CAPITAL

During the year under report the Company has not issued any shares.

13. NOMINATION AND REMUNERATION COMMITTEE RISK MANAGEMENT COMMITTEE OR ANY OTHERCOMMITTEE

The provisions pertaining to Corporate Governance do not apply to the Company and hencethere is no requirement of constitution of any Committee.

14. EXTRACT OF THE ANNUAL RETURN

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

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The nature of business being retailing providing information with regard toconservation of energy and technology absorption as required under Section 134 of theCompanies Act 2013 and the Rules thereunder and forming part of this Report does notarise for your Company.

Further the Company neither used nor earned any foreign exchange during the year underreport.

16. CORPORATE SOCIAL RESPONSIBILITY

Since the Company's net worth as well as its net profits are both below the minimumprescribed limits the provisions of clause (o) of Section 134(3) of the Companies Act2013 read together with Rule 9 of the Companies (Corporate Social Responsibility) Rules2014 do not apply and hence disclosures on Corporate Social Responsibility are notrequired to be given.

17. DiREcTORS

Mr.Satyen B. Dalal Non-Independent Director (DIN 00062822) retires at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.

18. NuMBER OF Meetings OF The Board OF DIREcTORS

During the year 2015-2016 the Board of Directors met four times viz. on 21stMay 2015 14th August 2015 9th November 2015 and 27thJanuary 2016.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not granted any loans secured or unsecured to companies firms orother parties covered in the register maintained under Section 189 of the Companies Act2013 and hence no information is required to be furnished.

Details of investments in all bodies corporate are given in Note No.7 in the FinancialStatements.

20. particulars OF cONTRAcTS OR ARRANGEMENTS WITH Related pARTIES

The Company's contracts with related parties are given in Note No. 2(xv) of theFinancial Statements.

21. managerial remuneration

The Key Managerial Personnel are not paid any remuneration.

22. secretarial audit report and cost audit report

M/s. Sanjay Soman & Associates Company Secretaries in Whole-time Practice Mumbaiwere appointed Secretarial Auditors of the Company pursuant to the provisions of Section204 of the Companies Act 2013 and the Rules made thereunder.

The Secretarial Audit Report issued by M/s. Sanjay Soman & Associates is annexedand forms part of this Report.

The said Report does not contain any qualification reservation or adverse remark ordisclaimer.

Given the nature of the Company's activities the provisions relating to submission ofCost Auditors' Report do not apply to the Company.

23. corporate governance certificate

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

24. RISK MANAGEMENT policy

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

25. PARTICULARS OF EMPLOYEES

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

26. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act 2013 the Directors herebyconfirm that;

1. In the preparation of the Annual Accounts the applicable accounting standards havebeen followed;

2. They have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year covered underthis Report and of the profit of the Company for the year;

3. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of your 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 followed by the Company andthat such internal financial controls are adequate and were operating effectively;

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

27. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co-operation anddiligent efforts of the employees of your

Company.

FOR AND ON BEHALF OF THE BOARD

Mumbai MILAN B. DALAL NITIN E. VELHAL
Dated: 30th May 2016 DIN:00062453 DIN:00820859
Registered Office:
Bhupen Chambers Ground Floor
Unit 1 Dalal Street
Fort Mumbai 400 001
CIN: L31100MH1936PLC002497
Email: milan@cifco.in