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Exelon Infrastructure Ltd.

BSE: 530337 Sector: Infrastructure
NSE: N.A. ISIN Code: INE500I01022
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Exelon Infrastructure Ltd. (EXELONINFRA) - Director Report

Company director report

DIRECTORS REPORT

To

The Members

M/s. EXELON INFRASTRUCTURE LIMITED

Hyderabad.

Your Directors have pleasure in presenting the 35th Annual Report of your Companytogether 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 ascompared to Rs. 111.51 Lakhs during the previous year. In spite of slowdown in theindustry your director's sensible decision in carrying out the viable projects resultedin 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 withthe Companies (Particulars of Employees) Amendment Rules 2011 the Directors are to reportthat no employee was in receipt of remuneration of Rs.6000000/- or more per annum orRs.500000/- 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 asIndependent Directors.

AUDITORS :

M/s. P Murali & Co. Chartered Accountants appointed as Auditors of the Company tohold office from the conclusion of this Annual General Meeting (AGM) till the conclusionof the 38th Annual General Meeting of the Company to be held in the year 2017 (subject toratification of their appointment at every AGM) at such remuneration as may be mutuallyagreed 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 Section58A of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT :

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

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

ii) we have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and/or of theProfit or Loss of the company for that period;

iii) We have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 company's Equity Shares are listed at the Bombay Stock Exchange of Indialimited 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. TheCompany is conducting internal audit at regular intervals to ensure that:

a) Transactions are executed in accordance with the Company's policies and authorizations.

b) Deployment of funds is in accordance with the Company's policies.

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

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

HUMAN RESOURCES

The Company believes that a right workforce makes all the difference in maneuvering anorganization to the highest levels of success and achievement. The works out sourced aremonitored by the team of quality inspectors and as per the future strategy it will berequired to hire and nurture core professionals in the field of proposed operations of thecompany. A qualified technical team is at the core of our operations. Having acquiredexpertise in their niche areas they are trained in-house on a regular basis on diverseemerging trends and products.

CORPORATE GOVERNANCE :

In order to bring more transparency in the conduct of business the Stock Exchangeshave amended the listing agreement incorporating the code of corporate governance tolisted companies. Your Company has always been committed to the best practices in thegovernance of its affairs. Your company had taken steps and complied with most of therecommendations during the year. For the year under review the Compliance Report isprovided in the Corporate Governance section in this Report. The Auditors' Certificate oncompliance 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 yearunder view your Directors take this opportunity to record their appreciation for theco-operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their grateful appreciation for thecooperation and assistance by Central and State Governments and business associates aswell as shareholders. Your Directors also place on record their appreciation for thedevoted 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