Directors Report of Amalgamated Electricity Company Ltd.

Mar 31, 2024

Your Directors present the EIGHTY-NINTH ANNUAL REPORT of your Company together with the Audited Statements
of Accounts for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS (Amount in g)

	Year ended 31st March, 2024	Year ended 31st March, 2023
Profit/Loss for the year	(8,05,271)	(10,84,153)
Less: Provision for Current Tax	--	--
Total	(8,05,271)	(10,84,153)
Less: Prior Year Tax adjustments	--	--
Less: Additional Depreciation pursuant to enactment of Companies Act 2013	--	--
Add: Balance of Profit brought forward	(1,55,02,319)	(1,44,18,166)
Balance carried to Balance Sheet	(1,63,07,590)	(1,55,02,319)

2. DIVIDEND

In view of the accumulated losses, the Directors do not recommend any dividend for the year 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 the Objects Clause in the
Memorandum of Association.

5. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT

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

6. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

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

7. DETAILS OF SUBSIDIARY/JOINT VENTURES

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

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 ended 31^st March, 2024.

10. AUDITORS

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the
Auditors in their Audit Report that may call for any explanation from the Directors

11. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2024 is uploaded
on the website of the Company at www.aecl.net

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The nature of business being retailing, providing information with regard to conservation of energy and
technology absorption as required under Section 134 of the Companies Act, 2013 and the Rules thereunder and
forming part of this Report does not arise for your Company.

Further, the Company neither used nor earned any foreign exchange during the year under report.

13. CORPORATE SOCIAL RESPONSIBILITY

Since the Company''s net worth as well as its net profits are both below the minimum prescribed limits, the
provisions of clause (o) of Section 134(3) of the Companies Act, 2013 read together with Rule 9 of the Companies
(Corporate Social Responsibility) Rules, 2014 do not apply and hence disclosures on Corporate Social
Responsibility are not required to be given.

14. DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of Independence as laid down
under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Milan B. Dalal, Director (DIN 00062453), retires at the ensuing Annual General Meeting and, being eligible,
offers himself for re-appointment.

During the year, the term of appointment of Mr. Devanshu Desai as an Independent Director expired, Nomination
and Remuneration Committee and Board of Directors at their meeting held on August 13, 2024, approved the
reappointment of Mr. Devanshu Desai, Independent Director for a second term of five years commencing from
August 09, 2024.

Nomination and Remuneration committee at their meeting held on August 13, 2024 has appointed Mrs. Hinal
Shah, as Additional Woman Independent Director of the company w.e.f. August 13, 2024.

Mrs. Bijal Shroff, Woman Independent Director of the company has completed her two terms of five years each
and shall not be allowed for re-appointment in relation to section 149 of the Companies Act, 2013.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 2023-2024, the Board of Directors met 4 times viz. on April 13, 2023, August 10, 2023, November 06,
2023 and February 05, 2024

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered
in the register maintained under Section 189 of the Companies Act, 2013 and hence no information is required
to be furnished.

Details of investments in all bodies corporate are given in Note No.4 in the Financial Statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company''s contract with related parties is given in Note No. 19 of the Financial Statement has not entered
into any contract or arrangement with related parties.

18. MANAGERIAL REMUNERATION

The Key Managerial Personnel are not paid any remuneration.

19. SECRETARIAL AUDIT REPORT

M/s Sanjay Soman & Associates, Company Secretaries in Whole-time Practice, Mumbai, were appointed
Secretarial Auditors of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013 and
the Rules made thereunder.

The Secretarial Audit Report issued by M/s Sanjay Soman & Associates is annexed as Annexure I and forms part
of this Report.

20. CORPORATE GOVERNANCE CERTIFICATE

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

21. RISK MANAGEMENT POLICY

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

22. PARTICULARS OF EMPLOYEES

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

23. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Committees of the Board
and individual Directors pursuant to the provisions of the Act and Securities and Exchange Board of India ("SEBI")
(Listing Obligations and Disclosure Requirements) Regulation, 2015. The Board reviewed the performance of
the individual directors on the basis of the criteria such as the contribution of the individual director to the
Board and Committee Meetings like preparedness on the issue to be discussed, meaningful and constructive
contribution and inputs in Meetings. The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. In a separate meeting of Independent Directors, performance of
non-Independent Directors was evaluated.

24. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Sections 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. They have selected such accounting policies and applied them consistently and made judgements 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 covered under this Report and of the profit of the Company for
the year.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the 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 and that such internal
financial controls are adequate and were operating effectively.

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

25. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co-operation and diligent efforts of the
employees of your Company.

FOR AND ON BEHALF OF THE BOARD

MILAN DALAL NITIN VELHAL

Mumbai Director Whole Time Director

Dated: August 13, 2024 DIN: 00062453 DIN: 00820859

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Mar 31, 2014

Dear Members,

The Directors present the SeVenty-ninth annual report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2014. Financial results Amount (Rs.) year ended 31st Year ended 31st march, 2014 March, 2013

Profit)/(Loss) for the year (1,45,978) (4,53,563)

Less: Provision for Taxation -- --

(1,45,978) (4,53,563)

Prior year taxes -- (350)

Provision for deferred tax -- (1,757)

(1,45,978) (4,51,456)

Add/Less: Defcit brought forward from last year 55,82,909 51,31,453

Defcit carried to Balance Sheet 57,28,887 55,82,909

DiVidend

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

Note on dena Bank matter

The Hon''ble High Court at Mumbai, while reviewing the LPA of the Company challenging the judgement dated 24th September, 2011 of the Estate Offcer as well as the order dated 2nd April had ruled that the Company is liable to pay reduced rent/ compensation @ Rs.125/- per sq.ft. and interest @ 9% for the area occupied by the company from 1st September, 2007. Consequently, the company was liable to pay rent/ compensation from 1st September, 2007 to 31st March, 2013 together with interest.

The Company thereafter fled a Special Leave Petition before the Hon''ble Supreme Court in April, 2013 which was disposed off on 10th May, 2013.

Further to the dismissal of the Special Leave Petition by the Hon''ble Supreme Court, the Company handed over the peaceful possession of the premises to Dena Bank on 9th November, 2013. As the Company has handed over peaceful possession of the premises to Dena Bank and as Dena Bank has not initiated any further legal steps in any other court, the Company does not foresee any other liability vide a legal opinion.

ShiFting oF regiStered oFFice

During the year under report, the premises at Dena Bank Building, 1st Floor, 17-B, Horniman Circle, Fort, Mumbai 400 023, wherein the Company''s Registered Offce was situated, were required to be surrendered consequent to the Court orders.

Consequently, the Company shifted its Registered Offce to Bhupen Chambers, Ground Floor, Unit 1, Dalal Street, Fort, Mumbai 400 001, in compliance with the directive of the Hon''ble Supreme Court to hand over peaceful possession of the premises to Dena Bank.

Fixed deposits

As on 31st March, 2014, there were no fxed deposits remaining overdue.

Directors

In terms of the Articles of Association of the Company, Mr.Satyen B.Dalal and Mr.Deepak Sheth retire at the ensuing Annual General Meeting.

The re-appointment of Mr.Satyen B.Dalal, who is not an Independent Director, as Director liable to retire by rotation, forms part of the Notice convening the Seventy-Ninth Annual General Meeting.

Further, the Company has received a notice in writing from a member proposing the candidature of Mr.Deepak Sheth for appointment as Independent Director. The Company has received declaration from Mr.Deepak Sheth confrming that he meets with the criteria of independence as prescribed under of Section 149(6) of the Companies Act, 2013.

Your Directors recommend the appointment of Mr.Satyen B.Dalal as Director liable to retire by rotation as also the appointment of Mr.Deepak Sheth as an Independent Director.

Particulars oF employees

During the year under report, there was no employee of the category mentioned in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence information in this regard is not required to be furnished.

DirectorS'' reSponSiBility Statement

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confrm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. They have selected such accounting policies and applied them consistently and made judgements 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 fnancial year covered under this Report and of the Profit of the Company for the year.

3. They have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis. compliance certificate

A compliance certifcate received from M/s Sanjay Soman & Associates, Practising Company Secretaries, pursuant to Section 383A(1) of the Companies Act, 1956, read together with the Companies (Compliance Certifcate) Rules, 2001, is attached hereto and forms part of this Report.

Conservation oF energy, technology absorption, Foreign eXchange earnings and outgo

As the Company is not engaged in any manufacturing activity, furnishing of information in respect of conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 does not arise for your Company.

Further, the Company neither used nor earned any foreign exchange during the year under report.

Subsidiary company

During the year under report, Amalgamated Business Solutions Limited (ABSL), Subsidiary of the Company, made a preferential issue of 1,000 equity shares of Rs.10/- each pursuant to Section 81(1A) of the Companies Act, 1956.

Further to the allotment of the said shares, the Company''s holding in ABSL reduced to 49.40% of the enhanced capital of ABSL. Consequently, ABSL ceased to be a Subsidiary Company.

Auditors

M/s N.M.Pandya & Associates, Chartered Accountants, Mumbai, bearing ICAI Registration No.131008W, hold offce as Auditors of the Company upto the conclusion of the forthcoming Annual General Meeting. A certifcate has been obtained from them pursuant to Section 224(1-B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits prescribed thereunder.

Acknowledgements

Your Directors wish to place on record their appreciation of the co-operation and diligent efforts of the employees of the Associate Companies

By order oF the Board Mumbai Nitin Velhal deepak Sheth Dated: 30th May, 2014 director director

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Mar 31, 2013

The Directors present the SEVENTY-EIGHTH ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

Amount (Rs.)

Year ended Year ended 31st March, 2013 31s1 March, 2012

Profit)/(Loss) for the year (4,53,563) (1,71,593)

Less: Provision for Taxation -- 36,000

(4,53,563) 1,35,593

Prior year taxes (350) --

Provision for deferred tax (1,757) (27,932)

(4,51,456) 1,63,525

Add/Less: Deficit brought forward from last year 51,31,453 52,94,978

Deficit carried to Balance Sheet 55,82,909 51,31,453

DIVIDEND

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

NOTE ON DENA BANK MATTER

Subsequent to the year under report, the Special Leave Petition filed by the Company before the Hon''ble Supreme Court against the Orders of the Hon''ble High Court, Mumbai, in the eviction suit of Dena Bank, the owners of the premises on which the Registered Office is situated, against the Company, was rejected vide Order dated 10th May, 2013 and the Company has been directed to hand over possession of the premises to the owners within six months of Mesne Profits to be decided by the executing court.

The Company is now in the process of identifying new premises for its Registered Office and functioning.

FIXED DEPOSITS

As on 31st March, 2013, there were no fixed deposits remaining overdue.

DIRECTORS

Mr. Milan B. Dalai retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re- appointment.

PARTICULARS OF EMPLOYEES

During the year under report, there was no employee of the category mentioned in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence information irr this regard is not required to be furnished.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. They have selected such accounting policies and applied them consistently and made judgements 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 covered under this Report and of the profit of the Company for the year.

THE AMALGAMATED ELECTRICITY COMPANY LIMITED

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company is not engaged in any manufacturing activity, furnishing of information in respect of conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 does not arise for your Company.

Further, the Company neither used nor earned any foreign exchange during the year under report.

SUBSIDIARY COMPANY

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Company are not being attached with the Balance Sheet of the Company. However the financial information of the Subsidiary Company is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the Subsidiary Company and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Company will also be kept open for inspection at the Registered Office of the Company and the Subsidiary Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Company.

The Subsidiary Company viz. Amalgamated Business Solutions Limited (formerly Amalgamated Investments Limited) has made a profit of Rs. 3.90 lacs during the year ended 31st March 2013.

AUDITORS

M/s Ganesh & Rajendra Associates, Chartered Accountants, Mumbai, the retiring Auditors of the Company, hold office upto the conclusion of the forthcoming Seventy-Eighth Annual General Meeting. The Company has received a Notice for appoinment of M/s N.M.Pandya & Associates, Chartered Accountants, Mumbai, in place and stead of the retiring Auditors. The Company has obtained a certificate from M/s N.M.Pandya & Associates pursuant to Section 224(1 -B) of the Companies Act, 1956 to the effect that the appointment, if made, will be within the limits prescribed thereunder.

An Ordinary Resolution proposing the appointment of M/s N.M.Pandya to hold office as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting forms part of the accompanying Notice.

Your Directors recommend the appointment of M/s N.M.Pandya & Associates as Auditors of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co-operation and diligent efforts of the employees of the Associate Companies.

FOR AND ON BEHALF OF THE BOARD

Mumbai NITIN E. VELHAL DEEPAKSHETH

Dated: 31s1 May, 2013 DIRECTOR DIRECTOR

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Mar 31, 2010

The Directors present the SEVENTY-FIFTH ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

Amount (Rs.)

Year ended Year ended 31st March, 2010 31st March, 2009

Profit)/(Loss) for the year 94,635 47,722

Less: Provision for Taxation 94,635 47,722

Add/Less: Deferred Tax Provision 536 2,999

Prior year taxes

Add: Deficit brought forward from 94,099 44,723 last year

Deficit carried to Balance Sheet 53,00,196 53,44,919

52,06,097 53,00,196

DIVIDEND

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

RESTORATION OF LISTING STATUS

Subsequent to the year under report, Bombay Stock Exchange Limited (BSE), where the Companys securities are listed, have restored the listing status, earlier suspended due to operational inadequacies, and permitted trading in physical form.

The Company is initiating steps for dematerialisation of the securities and as and when the same is achieved, approval of BSE will be sought for trading in demat form also.

CAPITAL REDUCTION

As part of the efforts to wipe off the accumulated losses and starting operations afresh, the Company intends to reduce the equity capital.

A Special Resolution for the purpose is placed before the Members for approval and forms part of the accompanying Notice.

Your Directors recommend the Special Resolution.

The process of obtaining necessary approvals from the High Court will be initiated on obtaining the approval of the shareholders.

FIXED DEPOSITS

As on 31st March, 2010, there were no fixed deposits remaining overdue.

DIRECTORS

Mr.Satyen B.Dalal retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

PARTICULARS OF EMPLOYEES

During the year under report, there was no employee of the category mentioned in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence information in this regard is not required to be furnished.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. They have selected such accounting policies and applied them consistently and made judgements 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 covered under this Report and of the profit of the Company for the year.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis.

COMPLIANCE CERTIFICATE

A compliance certificate received from M/s Sanjay Soman & Associates, Practising Company Secretaries, pursuant to Section 383A(1) of the Companies Act, 1956, read together with the Companies (Compliance Certificate) Rules, 2001, is attached hereto and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company is not engaged in any manufacturing activity, furnishing of information in respect of conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 does not arise for your Company.

Further, the Company neither used nor earned any foreign exchange during the year under report.

SUBSIDIARY COMPANY

Statement pursuant to Section 212 of the Companies Act, 1956 in respect of the Companys Subsidiary is annexed and forms part of this Report.

AUDITORS

M/s Ganesh Rajendra & Associates, Chartered Accountants, Mumbai, hold office as Auditors of the Company upto the conclusion of the forthcoming Annual General Meeting. A certificate has been obtained from them pursuant to Section 224(1-B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits prescribed thereunder.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co- operation and diligent efforts of the employees of the Associate Companies.

FOR AND ON BEHALF OF THE BOARD MUMBAI

DATED May 2010 MILAN B.DALAL SATYEN B.DALAL

DIRECTOR DIRECTOR