Directors Report of Eimco Elecon (India) Ltd.

Mar 31, 2025

The Board of Directors present the 51^st Annual Report together
with the Audited Financial Statements of your Company for the
Financial Year ended on 31^st March, 2025.

1. HIGHLIGHTS OF PERFORMANCE

For the year ended on 31^st March, 2025, the Company''s
Total Revenue for the year increased to ? 24,647.25
Lakhs as compared to ? 22,750.28 Lakhs in the previous
year. Profit Before Tax for the year was ? 6,560.06 Lakhs
as compared to ? 4,994.94 Lakhs in the previous year.
Profit After Tax for the year was ? 4,890.68 Lakhs as
compared to ? 4,041.16 Lakhs in the previous year.

2. FINANCIAL RESULTS ^{(? in Lakhs)}

Particulars	31-03-2025	31-03-2024
Revenue from Operations	24,647.25	22,750.28
Other Income	1,832.56	1,842.19
Total Income from Operations	26,479.81	24,592.47
Profit Before Tax	6,560.06	4,994.94
Tax Expenses	1,669.38	953.78
Profit for the Year	4,890.68	4,041.16
Other Comprehensive Income	(25.17)	(22.41)
Total Comprehensive Income for the year	4,865.51	4,018.75
Equity Reserves	42,617.31	38,040.22

3. DIVIDEND

Your directors have recommended Final dividend of 50%
i.e. ?5/- per share on 57,68,385 equity shares of ?10/- each
for the year ended on 31st March, 2025 (Previous Year
?5/- per share on 57,68,385 equity shares of ?10/- each).
Dividend is subject to approval of members at the ensuing
Annual General Meeting (AGM) and shall be subject to
deduction of income tax at source.

The dividend recommended is in accordance with the
Company''s Dividend Distribution Policy. As required under
the Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Company has a policy on Dividend
Distribution. The Dividend Distribution Policy of the
Company can be accessed at https://eimcoelecon.
in/wp-content/uploads/2022/08/25_y_The-Dividend-
Distribution-Policy-Final.pdf

During the year under review, the unclaimed dividend
pertaining to the Financial Year 2016-17 has been
transferred to the Investor Education & Protection Fund.

4. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire
amount of profit for the Financial Year 2024-25 in the
Statement of Profit & Loss.

5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

As on 31^st March, 2025, the Company has neither
subsidiary, nor Joint Venture and Associate Companies.

6. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2025
was ? 576.84 Lakhs. During the year under review, the
Company has neither issued shares with differential voting
rights nor granted stock options or sweat equity.

7. BORROWINGS
FINANCE

The Company continues to focus on judicious management
of its working capital. Receivables, Inventories and other
working capital parameters were kept under strict
check through continuous monitoring. The whole of the
properties of the Company have been suitably insured.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 form part of the financial
statements provided in this Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and
there are no unpaid / unclaimed deposits as on 31^st March,
2025.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Resignation of Director

Ms. Reena P. Bhagwati (DIN: 00096280), Non-Executive
Independent Director, ceased to be a director of the
Company w.e.f. 28^th June, 2024. The Board placed on
record their appreciation for the assistance and guidance
provided by Ms. Reena P Bhagwati during her tenure as
Non-Executive Independent Director of the Company.
Appointment/Re-appointment of Director

• Mr. Sunil C. Vakil (DIN: 02527630) was appointed as
Additional Non-Executive Independent Director of the
Company by the Board of Directors at their meeting
held on 13^th September, 2024 for a period of 5 (five)
years with effect from 13^th September, 2024, subject
to approval of the members of the Company.

The Company has sought the approval of the
members by way of Special Resolution through
notice of postal ballot dated 13^th September, 2024
for the appointment of Mr. Sunil C. Vakil as Non¬
Executive Independent Director of the Company
for a period of 5 (five) years with effect from 13^th
September, 2024, which was duly passed and
concluded on 19^th October, 2024 by the members
of the Company.

• Mr. Prayasvin B. Patel (DIN: 00037394) was re¬
appointed as Executive Director of the Company by
the Board of Directors at their meeting held on 17^th
October, 2024 for a period of 3 (three) years w.e.f. 9^th
November, 2024, subject to approval of the members
of the Company.

The Company has sought the approval of the
members by way of Special Resolution through
notice of postal ballot dated 17^th October, 2024

for the re-appointment of Mr. Prayasvin B. Patel
as Executive Director of the Company for a period
of 3 (three) years with effect from 9^th November,
2024, which was duly passed and concluded on 19^th
November, 2024 by the members of the Company.

• Dr. Sonal V. Ambani (DIN: 02404841) was appointed

as an Additional Non- Executive Independent Woman
Director of the Company by the Board of Directors
at their meeting held on 23^rd April, 2025 for a period
of 5 (five) consecutive years with effect from 23^rd
April, 2025, subject to the approval of Members of
the Company.

Dr. Ambani holds a PhD in Business Management
and is the founding Chairperson of the FICCI Ladies
Organization (FLO) Ahmedabad. Dr. Ambani began
her career in investment banking and served as Vice
President at Morgan Stanley Dean Witter in New
York. Dr. Ambani is the holder of two US patents:
"Systems and Method for Providing Financial
Services to Children and Teenagers" and "Purchase
Management System and Electronic Receipts."

In addition to her entrepreneurial ventures, Dr. Ambani
is a member of the United Nations Development Fund
for Women (UNIFEM), the founder of the Cancer
Screening and Research Trust (CSRT) and the creator
of World Peace 2040, a movement that has garnered
notable support, including an Advisory Board with
Mohammed Yunus and the Pfeffer Peace Prize in
New York. She also served as Vice Chairman of the
CII Indian Women Network (IWN), which focuses on
empowering women in India.

Furthermore, Dr. Ambani is the curator and founder of
Samara Art Gallery, which supports emerging artists,
and she is a sculptor herself, having created works
in various materials.

In the opinion of the Board, she has a vast experience
in the various fields will be beneficial to the Company.
Further, she possesses relevant expertise and
proficiency which will bring tremendous value to the
Board and to the Company.

The Board recommends her appointment to the
shareholders. The notice convening the 51^st AGM
forming part to this annual report sets out the details.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company,
Mr. Mukulnarayan Dwivedi (DIN:08442155), Director retires
by rotation at the forthcoming 51^st Annual General Meeting
of the Company and, being eligible, offers himself for re¬
appointment.

The Board recommends his appointment for your approval.
Re-designation of Director

Elecon Engineering Company Limited vide its letter
dated 23^rd April, 2025 had withdrawn the nomination of
Mr. Prashant C. Amin (DIN:01056652) on the Board of Eimco
Elecon (India) Limited. Subsequently, the Nomination and
Remuneration Committee at its meeting held on 23^rd
April, 2025, based on his experience and expertise, has
recommended his continuation of Directorship on the

Board, and the Board has approved his continuation as
Non-Executive Director w.e.f. 23^rd April, 2025 on the Board
of the Company, subject to retire by rotation.

Disclosures by Directors

None of the Director of your Company is disqualified as
per the provisions of Section 164(2) of the Companies Act,
2013. Your Directors have made necessary disclosures to
this effect as required under of the Companies Act, 2013.

Declaration by Independent Directors

The Company has received necessary declarations from
each Independent Directors under Section 149 (7) of the
Companies Act, 2013 and under Regulation 25(8) of the
SEBI (LODR), Regulations, 2015, that he/she meets the
criteria of independence laid down in Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b) of the
SEBI (LODR), Regulations, 2015.

Meetings of the Board

During the year under review, five Board Meetings, four
Audit Committee Meetings, one Stakeholders Relationship
Committee Meeting, three Nomination and Remuneration
Committee Meetings, one Corporate Social Responsibility
Committee Meetings and one separate Meeting of
Independent Directors were held. The meeting details are
provided in the Corporate Governance Report which forms
part of this Report. The maximum interval between any
two meetings is as prescribed under the Companies Act,
2013 and the SEBI (LODR), Regulations, 2015.

Composition of Various Committees

Details of various committees constituted by the Board
as per the provisions of Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015 and the details of the
said committee meetings are given in the Corporate
Governance Report which forms part of this report.

Meeting of Independent Directors

The Independent Directors met on 17^th February, 2025
without attendance of Non-Independent Directors and
Members of the Management. The Independent Directors
reviewed the performance of Non-Independent Directors
and Board as a whole and assessed the quality, quantity
and timeliness of flow of information between the
Company Management and the Board that is necessary
for the Board to effectively and reasonably perform their
duties.

Nomination and Remuneration Policy

The Board has framed a policy for selection and
appointment of Directors, Key Managerial Personnel
(KMP) and Senior Management Personnel (SMP) and their
remuneration.

As and when need arises to appoint Director, KMP and SMP
the Nomination and Remuneration Committee (NRC) of the
Company will determine the criteria based on the specific
requirements. NRC, while recommending candidature
to the Board, takes into consideration the qualification,
attributes, experience and independence of the candidate.
Director(s), KMP(s) and SMP(s) appointment and
remuneration will be as per NRC policy of the Company.
The salient features of the NRC policy of the Company

have been disclosed in the Corporate Governance Report,
which is a part of this report. The said Policy is available
on the Company''s website on https://eimcoelecon.in/
wp-content/uploads/2020/06/THE-NQMINATIQN-AND-
REMUNERATION-POLICY.pdf.

Familiarization Programme for Independent
Directors

In compliance with the requirements of Listing Regulations,
the Company has put in place a Familarization Programme
for Independent Directors to familiarize them with
the working of the Company, their roles, rights and
responsibilities vis-a-vis the Company, the industry in which
the Company operates, business model etc., alongwith
the updating on various amendments in the Listing
Regulations and the Companies Act, 2013.

The Company has conducted the familarization
programme for Independent Directors of the Company,
details for the same have been disclosed on the Company''s
website https://eimcoelecon.in/details-of-familiarization-
programmes-imparted-to-independent-directors/

Evaluation of Board and Senior Management

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17 of the SEBI (LODR) Regulations, 2015 and
notifications/ circulars of SEBI, the Board has carried out
an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the
working of its Committees. Further, the Nomination and
Remuneration Committee has carried out the performance
evaluation including the Company Secretary and Chief
Financial Officer of the Company. The manner in which
the evaluation was carried out has been explained in the
Corporate Governance Report which forms part of this
report.

Board Diversity

The Company recognizes and embraces the importance of
a diverse board in its success. The Company believes that
a truly diverse board will leverage differences in thought,
perspective, knowledge, skill, regional and industry
experience, cultural and geographical background, age,
ethnicity, race and gender, which will help the Company to
retain its competitive advantage. The Board has adopted
the Board Diversity Policy which sets out the approach to
diversity of the Board of Directors.

Key Managerial Personnel

As on 31^st March, 2025, Mr. Mukulnarayan Dwivedi,
Executive Director; Mr. Vishal C. Begwani, Chief Financial
Officer and Mr. Rikenkumar Dalwadi, Company Secretary
are designated as KMP(s) of the Company.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013
("the Act"), your Board, to the best of their knowledge and
based on the information and explanations received from
the management of your company confirm that:-

(i) in the preparation of the annual accounts, the
applicable accounting standards have been
followed and that there were no material departures
therefrom;

(ii) they have, in the selection of the accounting policies,
consulted the statutory auditors and have applied
their recommendations 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 as at 31^st March, 2025 and
of the profit of the Company for the year ended on
that date;

(iii) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;

(iv) they have prepared the annual accounts on a going
concern basis;

(v) they have laid internal financial controls to be
followed by the Company and that such internal
financial controls are adequate and were operating
effectively during the year ended on 31^st March, 2025;
and

(vi) proper systems have been devised to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively during the year ended on 31^st March, 2025.

10. CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES

As part of its initiatives under the Corporate Social
Responsibility (CSR), the Company has undertaken
projects in the area of education and health care. These
projects are in accordance with Schedule VII of the
Companies Act, 2013 and the Company''s CSR policy. The
Annual Report on CSR activities is annexed herewith as
Annexure ''A''.

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into
during the financial year were on an arm''s length basis
and were in the ordinary course of the Company''s
business.

All Related Party Transactions are placed before the
Audit Committee and the Board for approval. Prior
approval of the Audit Committee is obtained for the
transactions which are of a foreseen and repetitive
nature and in the ordinary course of the Company''s
business. Transactions with related parties are disclosed
in the notes to accounts to the financial statements.

The Form No. AOC-2 envisages disclosure of material
contracts or arrangement or transaction at arm''s length
basis is annexed with as Annexure ''B''.

The policy on Related Party Transactions as approved
by the Board is uploaded on the Company''s website at
https://eimcoelecon.in/wp-content/uploads/2022/08/7 g
EIMCO-ELECON RPT-Policy 31012022.pdf.

12. MANAGEMENT''S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance
and future outlook of the Company is given in the
Management''s Discussion and Analysis appearing as
Annexure ''C'' to this Report.

13. CORPORATE GOVERNANCE

Your Company has always striven to incorporate
appropriate standards for good Corporate Governance.
It has taken adequate steps to ensure that the provisions
of Corporate Governance as prescribed under the
Companies Act, 2013 and the SEBI (LODR) Regulations,
2015 are complied with.

A detailed report on Corporate Governance is appearing
as Annexure ''D'' to this Report along with the Auditors''
Certificate on its compliance by the Company.

14. PARTICULARS OF EMPLOYEES

The disclosures with respect to the remuneration of
Directors and employees as required under Section 197
of the Act and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 (the ''Rules'') have been appended as Annexure
''E'', forming part of this Report. Details of employee
remuneration as required under the provisions of Section
197 of the Act and Rule 5(2) and 5(3) of the Rules are
available to any Shareholder for inspection on request. If
any Shareholder is interested in obtaining a copy thereof,
such Shareholder may write to the Company Secretary,
where upon a copy would be sent through email only.

15. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING
& OUTGO

The information on conservation of energy, technology
of absorption and foreign exchange earning and outgo
stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, is given in Annexure ''F'' forming part of this
report.

16. AUDITORS

(a) Statutory Auditors

M/s. K C Mehta & Co LLP, Chartered Accountants,
Vadodara appointed as the Statutory Auditors of
the Company for a period of 5 (five) consecutive
years i.e. from the conclusion of 48^th Annual
General Meeting of the Company

The Board has taken note and M/s. K.C. Mehta
& Co. LLP, Chartered Accountantshave confirmed
their eligibility under Section 141 of the Companies
Act, 2013 and the Rules framed thereunder as
Statutory Auditors of the Company. As required
under Listing Regulations, the Auditors have also
confirmed that they hold a valid certificate issued
by the Peer Review Board of the Institute of
Chartered Accountants of India.

(b) Secretarial Auditors

In accordance with Section 204 of the Companies
Act, 2013, read with Rule 9 of the Companies
(Appointment & Remuneration of Managerial
Personnel) Rules, 2014 and in terms of regulation
24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of
Directors has appointed M/s. J. J. Gandhi & Co.,
Practicing Company Secretary, to conduct the

Secretarial Audit of the Company for the Financial
Year 2024-25. The Report on the Secretarial Audit
carried out by the Secretarial Auditor i.e. M/s. J. J.
Gandhi & Co., Practicing Company Secretary during
the Financial Year 2024-25 is annexed herewith
as Annexure ''G''. The Secretarial Audit Report
does not contain any qualification, reservation or
adverse remark.

The Company has undertaken an audit for the
Financial Year 2024-25 for all the applicable
compliances as per Listing Regulations and
Circulars/Guidelines issued by SEBI from time to
time. The Annual Secretarial Compliance Report
for abovesaid financial year shall be submitted to
the stock exchanges within prescribed time limit as
per Listing Regulations.

Further pursuant to recent amendments in
Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
the appointment of Secretarial Auditor of the
Company is required to be approved by the
members of the Company. The Board of Directors
at their Board Meeting held on 23^rd April, 2025,
has recommended appointment of M/s. J. J.
Gandhi & Co., Practicing Company Secretary as the
Secretarial Auditors of the Company to hold office
for a period of five consecutive years commencing
from FY2025-26 to FY2029-30.

The Company has received the written consent and
a certificate that M/s. J. J. Gandhi & Co. satisfy
the criteria for appointment as Secretarial Auditor
and that the appointment, if made, shall be in
accordance with the applicable provisions of the
Companies Act, 2013 and rules framed thereunder.

Member''s approval for appointment of M/s. J. J.
Gandhi & Co. as the Secretarial Auditors of the
Company under the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015 has been sought
in this Notice convening the 51st AGM of the
Company.

(c) Cost Auditors

Pursuant to Section 148 of the Companies Act,
2013, read with the Companies (Cost Records
and Audit) Amendment Rules, 2014, the Cost
Audit records maintained by the Company in
respect of its manufacturing activity are
required to be audited. Your Directors have, on
the recommendation of the Audit Committee,
appointed M/s. Diwanji & Co., Cost Accountants,
as a Cost Auditors to audit the cost accounts of
the Company for the financial year ended on 31st
March, 2026 at a remuneration of ? 60,000/- plus
taxes as applicable and out of pocket expenses
as required under the Companies Act, 2013, the
remuneration payable to the Cost Auditors is
required to be placed before the Members in a
general meeting for their ratification. Accordingly,
a Resolution seeking Members'' ratification for
the remuneration payable to M/s. Diwanji & Co.,
Cost Accountants, Cost Auditors is included in the

Notice convening the 51^st Annual General Meeting.
The Cost Audit Reports provided by the previous
cost auditors of the Company M/s. Diwanji & Co.,
for the year 2023-24 was filed with the Ministry of
Corporate Affairs before the due date of filing.

17. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Your Company has an effective internal control and
risk-mitigation systems, which are constantly assessed
and strengthened with new/revised standard operating
procedures. The Company''s internal control system is
commensurate with its size, scale and complexities
of its operations. The internal and operational audit
is entrusted to Messrs C. F. Patel & Co., Chartered
Accountants. The main thrust of internal audit is to test
and review controls, appraisal of risks and business
processes, besides benchmarking controls with best
practices in the industry.

The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to
strengthen the same. The Company has a robust
Management Information System, which is an integral
part of the control mechanism.

The Audit Committee of the Board of Directors,
the Statutory Auditors and the Business Heads are
periodically apprised of the internal audit findings and
corrective actions are taken by the Management. Audit
plays a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective
actions taken by the Management are presented to the
Audit Committee of the Board. To maintain its objectivity
and independence, the Internal Audit function reports to
the Chairman of the Audit Committee.

18. RISK MANAGEMENT

The Company operates in a competitive environment
and is generally exposed to various risks at different
times such as technological risks, business risks,
operational risks, financial risks etc. The Company has
a system based approach to business risk management
backed by strong internal control systems. A range
of responsibilities from strategy to the operations is
specified. A strong independent internal audit function at
the corporate level carries out risk focused audits across
all businesses enabling identification of areas where
risk managements processes may need to be improved.
The Management prepares the Risk Register which is
reviewed by the Audit Committee and the Board.

The Board reviews internal audit findings and provides
strategic guidance on internal control, monitors
internal control environment within the Company and
ensures that Internal Audit recommendations are
effectively implemented. The combination of policies
and procedures adequately addresses the various risks
associated with your company''s businesses.

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle

Blower Policy for Directors and Employees to report their
concerns about unethical behavior, actual or suspected
fraud or violation of the Company''s Code of Conduct.
The Mechanism provides for adequate safeguards
against victimization of Director(s) and Employee(s) who
avail the mechanism.

The Vigil Mechanism/Whistle Blower Policy is available
on Company''s website at https://eimcoelecon.in/
wp-content/uploads/2023/01/The-Whistle-Blower-
Policy 30012023.pdf.

20. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has zero tolerance towards sexual
harassment at workplace and has adopted a policy
on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the rules thereunder. As required under law, an Internal
Complaints Committee (ICC) has been constituted for
reporting and conducting inquiry into the complaints
made by the victim on the harassment at the workplace.
During the year under review, the following is a summary
of sexual harassment complaints received and disposed
off during the year 2024-25:

No. of complaints received : Nil

No. of complaints disposed off : N.A.

No. of complaints pending : Nil

The policy on Sexual Harassment at Workplace is placed
on the Company''s website at https://eimcoelecon.in/wp-
content/uploads/2019/04/Sexual-Harassment-Policy.pdf.

21. ANNUAL RETURN

The Annual Return of the Company as on 31^st March,
2025 in the prescribed format is available on the
Company''s website. The weblink is as under: https://
eimcoelecon.in/annual-return-as-provided-under-section-
92-of-the-companies-act-2013/.

22. REPORTING OF FRAUDS

There was no instance of fraud during the year under
review, which required the Statutory Auditors and/or
Secretarial Auditors to report to the Audit Committee,
Board and/or Central Government under Section
143(12) of the Companies Act, 2013 and Rules framed
thereunder.

23. INSURANCE

The Company takes a very pragmatic approach towards
insurance. Adequate cover has been taken for all
movable and immovable assets for various types of
risks.

24. INDUSTRIAL RELATIONS/PERSONNEL

Your Company is committed to upholding its excellent
reputation in the field of Industrial relations. Through
continuous efforts, the Company invests and improvises
development programmes for its employees.

25. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments,
affecting the financial performance of the Company that
occurred during the Financial Year of the Company to
which the Financial Statements relate and the date of
this Report.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS/ COURTS/TRIBUNALS

There are no significant material orders passed by the
Regulators/Courts/Tribunals which would impact the
going concern status and its future operations of the
Company.

27. APPLICATION MADE OR PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the financial period under review, no application
is made under the Insolvency and Bankruptcy Code,
2016 ("IBC 2016") by the Company. No proceedings are
pending under IBC 2016 against the Company.

28. PARTICULARS OF VALUATION DONE AT THE TIME
OF ONE-TIME SETTLEMENT AND VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

During the financial period under review, there were no
instances of any one-time settlement against loans taken
from Banks or Financial Institutions.

29. TERMINATION OF SHAREHOLDERS AGREEMENT

Eimco Elecon (India) Limited ("the Company"), Elecon
Engineering Company Limited, Bhanubhai Patel Group,
Tamrock Great Britain Holdings Limited and Sandvik
Mining and Construction OY ("SMC OY") and Other
Sandvik Companies executed the termination agreement
on 23^rd April, 2025 to terminate the Agreement dated
28^th February, 1992 as amended by the Supplemental
Agreement dated 11^th August, 2011 executed by the
Parties (the "Shareholders Agreement).

30. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the
year under review.

31. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

SEBI, vide its circular dated 10^th May, 2021, made
Business Responsibility and Sustainability Report (BRSR)
mandatory for the top 1000 listed companies by market
capitalisation from financial year 2023.

Your company is not covered under top 1000 listed
companies by market capitalisation. Therefore, BRSR is
not applicable to the Company.

32. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable
Secretarial Standards as issued by the Institute of
Company Secretaries of India.

33. ACKNOWLEDGEMENT

Your Directors are highly grateful for the unstinted
guidance, support and assistance received from the
Government, Bankers and Financial Institutions. Your
Directors are thankful to all valuable Stakeholders of the
Company viz. shareholders, customers, dealers, vendors,
suppliers, collaborators, business associates and other
agencies for their faith, trust and confidence reposed in
the Company.

Your Directors wish to place on record their sincere
appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels, to
ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors,

Mukulnarayan Dwivedi Prayasvin B. Patel

Executive Director Executive Director

DIN :08442155 DIN :00037394

Place : Vallabh Vidyanagar
Date : 23^rd April, 2025

---

Mar 31, 2024

The Directors take pleasure in presenting the 50^th Annual Report together with the Audited Financial Statements for the Financial Year ended on 31^st March, 2024.

1. HIGHLIGHTS OF PERFORMANCE

Total Revenue for the year increased to ? 22,750.28 Lakhs as compared to ? 17,269.70 Lakhs in the previous year. Profit Before Tax for the year was ? 4,994.94 Lakhs as compared to ? 2,648.62 Lakhs in the previous year. Profit After Tax for the year was ? 4,041.16 Lakhs as compared to ? 2,086.75 Lakhs in the previous year.

2. FINANCIAL RESULTS

			(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	31-03-2024	31-03-2023	31-03-2024	31-03-2023
Revenue from Operations	22,750.28	17,269.70	22,750.28	17,269.70
Other Income	1,842.19	1,048.61	1,654.33	905.81
Total Income from Operations	24,592.47	18,318.31	24,404.61	18,175.51
Profit Before Tax	4,994.94	2,648.62	4,807.08	2,514.36
Tax Expenses	953.78	561.87	953.78	561.87
Share in Profit of Associates (#)	-	-	1.46	8.54
Profit for the Year	4,041.16	2,086.75	3,854.76	1,952.49
Other Comprehensive Income	(22.41)	(19.19)	(22.41)	(19.19)
Total Comprehensive Income for the year	4,018.75	2,067.56	3,832.35	1,933.30
Equity Reserves	38,040.22	34,309.89	38,040.22	34,496.28

# The Consolidated financial results includes Share in Associates (upto the date of cessation). On 12^th July, 2023, the Company had disposed off the entire shareholding in its associate i.e. Eimco Elecon Electricals Limited at agreed consideration of ? 131.02 Lakhs. Accordingly Eimco Elecon Electricals Limited, ceased to be an associate of the Company with effect from 12^th July, 2023.

3. DIVIDEND

Your directors recommend for your consideration a dividend of 50% i.e. ? 5/- per share on 57,68,385 equity shares of ? 10/- each for the year ended on 31^st March, 2024 (Previous Year ?5/- per share on 57,68,385 equity shares of ?10/- each). Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

The Dividend Distribution Policy is available on the Company’s website www.eimcoelecon.in.

During the year, the unclaimed dividend pertaining to the Financial Year 2015-16 has been transferred to the Investor Education & Protection Fund.

4. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2023-24 in the Statement of Profit & Loss.

5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31^st March, 2024, the Company has neither subsidiary, nor Joint Venture and Associate Companies.

During the year under review, the Company has sold/disposed entire equity/investment of 5,10,000 equity Shares of ? 10 each (47.62% of share capital) of Eimco Elecon Electricals Limited (EEEL), an associate company to Aakaaish Investments Private Limited, a promoter group Company, for a total consideration of ? 131.02 Lakhs, accordingly EEEL has ceased as an Associate Company of the Company w.e.f. 12^th July, 2023.

6. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2024 was ? 576.84 Lakhs. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

7. BORROWINGS FINANCE

The Company continues to focus on judicious management of its working capital. Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring. The whole of the properties of the Company have been suitably insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.

FIXED DEPOSITS

The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. There are no unpaid / unclaimed deposits as on 31^st March, 2024.

8. DIRECTORSAND KEY MANAGERIAL PERSONNEL Cessation of term of Independent Director Shri Nirmal P. Bhogilal (DIN: 001731687) had completed his second and final term as an Independent Director and consequently ceased to

be a Director of the Company w.e.f. the closure of business hours on 31^st March, 2024. The Board placed on record their appreciation for the assistance and guidance provided by Shri Nirmal P. Bhogilal during his tenure as a Non-Executive Independent Director of the Company.

Appointment of Independent Director

Shri Jai S. Diwanji (DIN: 00910410) was appointed as an Additional Non-Executive Independent Director of the Company by the Board of Directors at their meeting held on 24^th January, 2024 for a period of five years with effect from 1^st April, 2024, subject to approval of members of the Company.

He is a Senior Partner at Desai & Diwanji, which is one of the leading legal firms in India. He has been with the firm since 2001.

He focuses on advising Indian and International clients on a wide range of Indian legal and regulatory issues, general corporate / commercial law, transactions, including insurance, private equity, venture capital, joint venture and strategic transactions. He has advised numerous and complex inbound and outbound transactions and has a detailed knowledge of the Indian legal and regulatory framework.

His sector experience includes start-ups, insurance, retail, e-commerce, education, aviation, banking & finance, telecommunication infrastructure, manufacturing, logistics and real estate.

The Company had sought the approval of the members by way of Special Resolution through notice of postal ballot dated 24^th January, 2024 for the appointment of Shri Jai S. Diwanji as an Independent Director of the Company for a period of five years with effect from 1^st April, 2024, which was duly passed and concluded on 5^th March, 2024 by the members of the Company.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Pradip M. Patel (DIN: 00012138) retires by rotation at the forthcoming Annual General Meeting of the Company and, being eligible, offers himself for re-appointment. The Board recommends his appointment for your approval.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015 and notifications/ circulars of SEBI, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The weblink of the policy is https:// eimcoelecon.in/wp-content/uploads/2020/06/THE-NOMINATION-AND-REMUNERATION-POLICY.pdf. Meetings of the Board

During the year under review, Four (4) meetings of the Board were held. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings is as prescribed under the Companies Act, 2013 and the SEBI (LODR), Regulations, 2015. During the year, some of the resolutions were also passed by way of circular resolutions.

Composition of Various Committees

Details of various committees constituted by the Board as per the provisions of Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and the details of the said committee meetings are given in the Corporate Governance Report which forms part of this report.

Separate Meeting of Independent Directors

The Independent Directors met on 5^th March, 2024 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of NonIndependent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Declaration by Independent Directors

All Independent Directors of the Company have given declarations to the Company under Section 149 (7) of the Companies Act, 2013 and under Regulation 25(8) of the SEBI (LODR), Regulations, 2015, that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (LODR), Regulations, 2015.

Familiarisation Programme for Independent Directors

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms

of appointment, duties, responsibilities and expected time commitments. During the first Board Meeting attended, each newly appointed Independent Director is taken through a formal induction program, including the presentation from the Whole-time Director on the Company’s manufacturing, marketing, finance and other important aspects. The Company Secretary briefs the Director about his/her legal and regulatory responsibilities as a Director. The Familiarization Programme for Independent Directors includes a detailed presentation by Business and Functional Heads, visit to the manufacturing site, etc.

Weblink for the Policy for the Familiarisation Programme for Independent Directors https:// eimcoelecon.in/details-of-familiarization-programmes-imparted-to-independent-directors/.

Disclosures by Directors

None of the Director of your Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under provisions of the Companies Act, 2013.

Key Managerial Personnel

As on 31^st March, 2024, Shri Mukulnarayan Dwivedi, Executive Director; Shri Vishal C. Begwani, Chief Financial Officer and Shri Rikenkumar Dalwadi, Company Secretary are designated as KMP of the Company.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the frame work of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the year ended on 31^st March, 2024. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability, confirmed that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures therefrom;

(ii) They have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations

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 as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended on 31^st March, 2024; and

(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended on 31^st March, 2024.

10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under the Corporate Social Responsibility (CSR), the Company has undertaken projects in the area of education and health care. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR policy. The Annual Report on CSR activities is annexed herewith as Annexure ‘A’.

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of the Company’s business.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature and in the ordinary course of the Company’s business. Transactions with related parties are disclosed in the notes to accounts to the financial statements.

The Form No. AOC-2 envisages disclosure of material contracts or arrangement or transaction at arm’s length basis is annexed with as Annexure 1BI.

The policy on Related Party Transactions as

approved by the Board is uploaded on the Company’s website. The weblink of the policy is https://eimcoelecon.in/wp-content/ uploads/2022/08/7 g EIMCO-ELECON RPT-Policv 31012022.pdf.

12. MANAGEMENT’S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management’s Discussion and Analysis appearing as Annexure ‘C’ to this Report.

13. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 are complied with. A detailed report on Corporate Governance is appearing as Annexure ‘D’ to this Report along with the Auditors’ Certificate on its compliance by the Company.

14. PARTICULARS OF EMPLOYEES

The disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the ''Rules'') have been appended as Annexure ‘E’, forming part of this Report. Details of employee remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the Rules are available to any Shareholder for inspection on request. If any Shareholder is interested in obtaining a copy thereof, such Shareholder may write to the Company Secretary, where upon a copy would be sent through email only.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The information on conservation of energy, technology of absorption and foreign exchange earning and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure ‘F’ forming part of this report.

16. AUDITORS(a) Statutory Auditors

Messrs K C Mehta & Co LLP, Chartered Accountants, Vadodara were appointed as the Statutory Auditors of the Company for a

period of 5 (five) consecutive years at the 48^th Annual General Meeting of the Company until the conclusion of 53^rd Annual General Meeting to be held for the financial year 2026-27.

The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and submitted a certificate in affirming that they are not disqualified for holding the office of the Statutory Auditor of the Company. The report given by the Statutory Auditor on the financial statements of the Company forms the part of the Annual Report. The Statutory Auditor have issued an unqualified audit report on the annual accounts of the Company for the financial year 2023-24.

(b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4, the Company has appointed Messrs J. J. Gandhi & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Report on the Secretarial Audit carried out by the Secretarial Auditor during the Financial Year 2023-24 is annexed herewith as Annexure ‘G’. There is no secretarial audit qualification for the year under review. Further, your Directors have on the recommendation of the Audit Committee appointed M/s. J. J. Gandhi & Co., Practising Company Secretary, Vadodara, as a Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company and provide Annual Secretarial Compliance Report for the FY2024-25.

(c) Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its activity are required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed Messrs Diwanji & Co., Cost Accountants, to audit the cost accounts of the Company for the financial year ending 31^st March, 2025 on a remuneration of ? 55,000/- plus taxes as applicable and out of pocket expenses.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members’ ratification for the remuneration payable to Messrs Diwanji & Co., Cost Accountants, Cost Auditors is included at Item No. 7 of the Notice convening the Annual General Meeting.

The Cost Audit Reports provided by the previous cost auditors of the Company M/s. Y S. Thakar & Co., for the year 2022-23 was filed with the Ministry of Corporate Affairs before the due date of filing.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation systems, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Messrs C. F. Patel & Co., Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, the Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions are taken by the Management. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the Management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

18. RISK MANAGEMENT

The Company operates in a competitive

environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks etc. The Company has a system based approach to business risk management backed by strong internal control systems. A range of responsibilities from strategy to the operations is specified. A strong independent internal audit function at the corporate level carries out risk focused audits across all businesses enabling identification of areas where risk managements processes may need to be improved. The Management prepares the Risk Register which is reviewed by the Audit Committee and the Board.

The Board reviews internal audit findings and provides strategic guidance on internal control, monitors internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented. The combination of policies and procedures adequately addresses the various risks associated with your company’s businesses.

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company at followingweb-link- https://eimcoelecon. in/wp-content/uploads/2023/01/The-Whistle-Blower-Policv 30012023.pdf.

20. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (P R E V E N TI O N , P R O H I B I TI O N AN D REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under the policy.

The following is a summary of sexual harassment complaints received and disposed-off during the year 2023-24:

No.	of complaints received :	Nil
No.	of complaints disposed off :	N.A
No.	of complaints pending :	Nil

The policy on Sexual Harassment at workplace

is placed on the Company’s website at https:// eimcoelecon.in/wp-content/uploads/2019/04/Sexual-Harassment-Policy.pdf.

21. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31^st March, 2024 is available on the Company’s website https://eimcoelecon.in/ annual-return-as-provided-under-section-92-of-the-companies-act-2013/.

22. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors and Secretarial Auditors to report to the Audit Committee or the Board or the Central Government under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

23. INSURANCE

The Company takes a very pragmatic approach towards insurance. Adequate insurance cover has been taken for all movable and immovable assets for various types of risks.

24. INDUSTRIAL RELATIONS/PERSONNEL

Your Company is committed to upholding its excellent reputation in the field of Industrial relations. Through continuous efforts the Company invests and improvises development programmes for its employees.

25. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year and date of this report.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS No significant material orders have been passed by the Regulators/Courts/Tribunals which would impact the going concern status and its future operations of the Company.

27. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial period under review, no application was made under the Insolvency and Bankruptcy Code, 2016 (“IBC 2016”) by the Company. No proceedings are pending under IBC 2016 against the Company.

28. PARTICULARS OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT ANDVALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the financial period under review, there were no instances of any one-time settlement against loans taken from Banks or Financial Institutions.

29. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year under review.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

SEBI, vide its circular dated 10^th May, 2021, made Business Responsibility and Sustainability Report (BRSR) mandatory for the top 1000 listed companies by market capitalisation from financial year 2023.

Your company is not covered under top 1000 listed companies by market capitalisation. Therefore, BSRS is not applicable to the Company.

31. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

32. ACKNOWLEDGEMENT

Your Directors are highly grateful for the unstinted guidance, support and assistance received from the Government, Bankers and Financial Institutions. Your Directors are thankful to all valuable Stakeholders of the Company viz. shareholders, customers, dealers, vendors, suppliers, collaborators, business associates and other agencies for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

---

Mar 31, 2023

The Directors take pleasure in presenting the 49^th Annual Report together with the Audited Financial Statements for the Financial Year ended on 31^st March, 2023.

1. HIGHLIGHTS OF PERFORMANCE

Total Revenue for the year increased to ? 17,269.70 Lakh as compared to ? 8,444.37 Lakh in the previous year. Profit Before Tax for the year was ? 2,648.62 Lakh as compared to ? 987.69 Lakh in the previous year. Profit After Tax for the year was ? 2,086.75 Lakh as compared to ? 851.94 Lakh in the previous year.

2. FINANCIAL RESULTS			('' in Lakhs)
Particulars	Standalone		Consolidated
	31-03-2023	31-03-2022	31-03-2023	31-03-2022
Revenue from Operations	17,269.70	8,444.37	17,269.70	8,444.37
Other Income	1,048.61	918.21	905.81	918.21
Total Income from Operations	18,318.31	9,362.58	18,175.51	9,362.58
Profit Before Tax	2,648.62	987.70	2514.36	1,003.54
Tax Expenses	561.87	135.75	561.87	135.75
Share in Profit of Associates	-	-	8.54	15.84
Profit for the Year	2,086.75	851.95	1,952.49	867.79
Other Comprehensive Income	(19.19)	(26.49)	(19.19)	(26.49)
Total Comprehensive Income for the year	2,067.56	825.46	1,933.30	841.30
Equity Reserves	34,309.89	32,386.53	34,496.28	32,707.19

3. DIVIDEND

Your directors recommend for your consideration a dividend of 50% i.e. ?5/- per share on 57,68,385 equity shares of ?10/- each for the year ended on 31st March, 2023 (Previous Year ?2.5/- per share on 57,68,385 equity shares of ?10/- each). Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

The Dividend Distribution Policy is available on the Company’s website www.eimcoelecon.in.

During the year, the unclaimed dividend pertaining to the Financial Year 2014-15 has been transferred to the Investor Education & Protection Fund.

4. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2022-23 in the Statement of Profit & Loss.

5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has neither subsidiary nor Joint Venture Company.

Associate Company :

Eimco Elecon Electricals Limited Your Company holds 47.62% of the Equity Shares of Eimco Elecon Electricals Limited. The profit of the Associate for the Financial Year ended on 31^st March, 2023 was ? 8.54 Lakh as against profit of ?15.84 Lakh for the previous year.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards as per the Companies (Indian Accounting Standards) Rules, 2015, as amended by the Companies (Accounting Standards) Rules, 2016, notified under Section 133 of the Companies Act, 2013 and form an integral part of this Report. Pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associate Companies/ Joint Ventures is given in Form AOC-1 which forms an integral part of this Report.

6. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2023 was ?576.84 Lakh. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

7. FINANCE

The Company continues to focus on judicious management of its working capital. Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring. The whole of the properties of the Company have been suitably insured.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.

9. FIXED DEPOSITS

The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. There are no unpaid / unclaimed deposits as on 31^st March, 2023.

10. DIRECTORSResignation by Independent Directors

Shri Nalin M. Shah, Independent Director, ceased to be a director of the Company w.e.f. 25^th January, 2023. The Board placed on record their appreciation for the assistance and guidance provided by Shri Nalin M. Shah during his tenure as Non-Executive Independent Director of the Company.

Director Retiring by Rotation

Shri Prayasvin B. Patel retires by rotation at the

forthcoming Annual General Meeting of the Company

and, being eligible, offers himself for re-appointment.

The Board recommends his appointment for your

approval.

Appointment of Independent Directors

Shri Venkatraman Srinivasan (DIN: 00246012) was appointed as an Additional Non-Executive Independent Director of the Company for a period of 5 years with effect from 24^th April, 2023, subject to approval of the members at the 49th Annual General Meeting of the Company. He holds a Bachelor''s Degree in Commerce from the University of Bombay and is a Fellow Member of the Institute of Chartered Accountants of India since 1981. He has more than 36 years of rich experience in Finance, Accounts, Governance and Corporate Laws.

In the opinion of the Board, he is well versed in the fields of accountancy, finance, risk management, insurance, governance and corporate laws etc., who brings a wealth of experience and financial acumen to the Eimco’s Board and his vast experience in the realm of various fields will be beneficial to the Company. Further, he possesses relevant proficiency which will bring tremendous value to the Board and to the Company. The Board recommends his appointment to the shareholders. The notice convening the 49^th AGM forming part to this annual report sets out the details.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Regulation 16(1) (b) and other applicable regulations of the Listing Regulations, an Independent Director shall hold office for a term of five consecutive years and not be liable to retire by rotation. Accordingly, Shri Venkatraman

Srinivasan (DIN: 00246012) shall be appointed as an Independent Director to hold office for a term of five consecutive years from the date of 24^th April, 2024 subject to approval of the members at the ensuing 49^th Annual General Meeting of the Company and shall not be liable to retire by rotation.

Members’ approval for his appointment as an Independent Director, under Sections 149 and 152 of the Companies Act, 2013 and under Listing Regulations has been sought in the Notice convening the 49^th Annual General Meeting of the Company.

Independent Directors

The Independent Directors met on 2nd March, 2023 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of NonIndependent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Statutory Declarations/Disclosures by Directors

All Independent Directors of the Company have given declarations to the Company under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Director of your Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the frame work of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the year ended on 31^st March, 2023. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, based on the above and

the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures therefrom;

(ii) They have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations 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 as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis;

(v) They have laid internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended on 31^st March, 2023; and

(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended on 31^st March, 2023.

12. KEY MANAGERIAL PERSONNEL (KMP)

As on 31^st March, 2023, Shri Mukulnarayan Dwivedi, Executive Director; Shri Vishal C. Begwani, Chief Financial Officer and Shri Rikenkumar Dalwadi, Company Secretary are designated as KMP of the Company.

13. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders’ Relationship Committee

d. Corporate Social Responsibility Committee.

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and notifications/ circulars of SEBI, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

15. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The weblink of the policy is https:// eimcoelecon.in/wp-content/uploads/2020/06/THE-NOMINATION-AND-REMUNERATION-POLICY.pdf.

16. NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board met 4 times. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum intervals between any two meetings are as prescribed under the Companies Act, 2013.

17. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of the Company’s business.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature and in the ordinary course of the Company’s business. Transactions with related parties are disclosed in the notes to accounts to the financial statements.

The Form No. AOC-2 envisages disclosure of material contracts or arrangement or transaction at arm’s length basis is annexed with as Annexure ‘1’.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website. The weblink of the policy is https://eimcoelecon.in/wp-content/ uploads/2022/08/7 g EIMCO-ELECON RPT-Policv 31012022.pdf.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under the Corporate Social Responsibility (CSR), the Company has undertaken projects in the area of education and health care. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR policy. The Annual Report on CSR activities is annexed herewith as Annexure ‘A’.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

20. MANAGEMENT’S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management’s Discussion and Analysis appearing as Annexure ‘B’ to this Report.

21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation systems, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Messrs C.F. Patel & Co., Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, the Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions are taken by the Management. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the Management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company at followingweb-link- https://eimcoelecon. in/wp-content/uploads/2023/01/The-Whistle-Blower-Policy 30012023.pdf.

23. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 are complied with.

A detailed report on Corporate Governance is appearing as Annexure ‘C’ to this Report along with the Auditors’ Certificate on its compliance by the Company.

24. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company are set out in the Annexure ‘D’ to the Board’s Report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The information on conservation of energy, technology of absorption and foreign exchange earning and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure ‘E’ forming part of this report.

26. STATUTORY AUDITORS

Messrs K. C. Mehta & Co LLP, Chartered Accountants, Vadodara were appointed as the Statutory Auditors of the Company for a period of 5 (five) consecutive years at the 48th Annual General Meeting of the Company.

There is no audit qualification, reservation or adverse remark in the Auditors’ Report for the year under review.

27. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its activity are required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed Messrs Diwanji & Co., Cost Accountants, to audit the cost accounts of the Company for the financial year ending 31^st March, 2024 on a remuneration of '' 55,000/- plus taxes as applicable and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members’ ratification for the remuneration payable to Messrs Diwanji & Co., Cost Accountants, the Cost Auditors is included at Item No. 6 of the Notice convening the Annual General Meeting.

28. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs D. G. Bhimani & Associates a firm of Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Report on the Secretarial Audit carried out by the Secretarial Auditor during the Financial Year 2022-23 is annexed herewith as Annexure ‘F’. There is no secretarial audit qualification for the year under review.

Further, your Directors have on the recommendation of the Audit Committee appointed M/s. J. J. Gandhi & Co., Vadodara, Practicing Company Secretary, as a Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company and provide Annual Secretarial Compliance Report for the Financial Year 2023-24

29. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31^st March, 2023 is available on the Company’s website https://eimcoelecon.in/ annual-return-as-provided-under-section-92-of-the-companies-act-2013/.

30. INSURANCE

The Company takes a very pragmatic approach towards insurance. Adequate insurance cover has been taken for all movable and immovable assets for various types of risks.

31. REPORTING OF FRAUDS

No fraud has been reported by the Auditors to the Audit Committee or the Board.

32. RISK MANAGEMENT

The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks etc. The Company has a system based approach to business risk management backed by strong internal control systems. A range of responsibilities from strategy to the operations is specified. A strong independent internal audit function at the corporate level carries out risk focused audits across all businesses enabling identification of areas where risk managements processes may need to be improved. The Management prepares the Risk Register which is reviewed by the Audit Committee and the Board of the Company.

The Board reviews internal audit findings and provides strategic guidance on internal control, monitors internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented. The combination of policies and procedures adequately addresses the various risks associated with your company’s businesses.

33. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under the policy.

The following is a summary of sexual harassment complaints received and disposed-off during the year 2022-23:

No.	of complaints received :	Nil
No.	of complaints disposed off :	N.A.
No.	of complaints pending :	Nil

The policy on Sexual Harassment at workplace is placed on the Company’s website at https:// eimcoelecon.in/wp-content/uploads/2019/04/Sexual-Harassment-Policy.pdf.

34. INDUSTRIAL RELATIONS/PERSONNEL

Your Company is committed to upholding its excellent reputation in the field of Industrial relations. Through continuous efforts the Company invests and improvises development programmes for its employees.

35. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. During the first Board Meeting attended, each newly appointed Independent Director is taken through a formal induction program, including the presentation from the Whole-time Director on the Company’s manufacturing, marketing, finance and other important aspects. The Company Secretary briefs the Director about his/her legal and regulatory responsibilities as a Director. The Familiarization Programme for Independent Directors includes a detailed presentation by Business and Functional Heads, visit to the manufacturing site, etc. Weblink for the Policy for the Familiarisation Programme for Independent Directors https://eimcoelecon.in/ details-of-familiarization-programmes-imparted-to-independent-directors/.

36. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year and date of this report.

37. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial period under review, no application was made under the Insolvency and Bankruptcy Code, 2016 (“IBC 2016”) by the

Company. No proceedings are pending under IBC 2016 against the Company.

38. PARTICULARS OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the financial period under review, there were no instances of any one-time settlement against loans taken from Banks or Financial Institutions.

39. CHANGE IN THE NATURE OF BUSINESS There is no change in the nature of business during the year under review.

40. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

41. ACKNOWLEDGEMENT

Your Directors are highly grateful for the unstinted guidance, support and assistance received from the Government, Bankers and Financial Institutions. Your Directors are thankful to all valuable Stakeholders of the Company viz. shareholders, customers, dealers, vendors, suppliers, collaborators, business associates and other agencies for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors,Mukulnarayan Dwivedi Prayasvin B. Patel

Executive Director Executive Director

DIN :08442155 DIN : 00037394

Place : Vallabh Vidyanagar Date: 24^th April, 2023

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Mar 31, 2018

To:

The Members of EIMCO ELECON (INDIA) LTD.

The Directors take pleasure in presenting the 44th Annual Report together with the audited financial statements for the financial year ended on 31st March, 2018.

1. HIGHLIGHTS OF PERFORMANCE

Total Revenue for the year decreased to Rs. 15,176.93 lakhs as compared to Rs. 19,888.99 lakhs in the previous year. Profit Before Tax for the year was Rs. 1,943.64 lakhs as compared to Rs. 2,979.19 lakhs in the previous year. Profit After Tax for the year was Rs. 1,644.44 lakhs as compared to Rs. 2,509.10 lakhs in the previous year.

2. FINANCIAL RESULTS (Rs.in Lakhs)

	31-03-2018 Standalone	31-03-2017 Standalone	31-03-2018 Consolidated	31-03-2017 Consolidated
Profit before Tax	1943.64	2979.19	1926.27	2941.70
Less: Provision for Taxation	299.20	470.09	299.20	470.09
PROFIT AFTER TAX	1644.44	2509.10	1627.07	2471.61
Add: Balance brought forward from last year	4969.29	4321.69	5285.87	4729.57
Other Comprehensive Income	16.49	(14.36)	16.49	(14.36)
Share in Associate (on sale of investment)	-	-	-	(53.81)
Total	6630.22	6816.43	6929.43	7133.01
APPROPRIATED AS
Dividend	288.42	288.42	288.42	288.42
Tax on Distributed Profit	58.72	58.72	58.72	58.72
Transfer to General Reserve	900.00	1500.00	900.00	1500.00
Balance Carried Forward	5383.08	4969.29	5682.29	5285.87
Total	6630.22	6816.43	6929.43	7133.01

3. DIVIDEND

Your directors recommend for your consideration a dividend of Rs. 5/- (previous year Rs. 5/- ) per share of Rs. 10/- each for the year ended on 31st March, 2018.

4. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has neither subsidiary nor Joint Venture Company.

Associate Company :

Eimco Elecon Electricals Limited Your Company holds 47.62% of the Equity Shares of Eimco Elecon Electricals Ltd. The Loss for the financial year ended on 31st March, 2018 was Rs. 36.46 Lakhs as against Rs. 78.72 Lakhs for the financial year ended on 31st March, 2017.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2018 was Rs. 5.76 crores. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

6. FINANCE

Cash and Cash Equivalent as at 31st March, 2018 was Rs. 401.65 lakhs. The Company continues to focus on judicious management of its working capital. Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring. The whole of the properties of the Company have been suitably insured.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.

8. FIXED DEPOSITS

The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9. DIRECTORS

Retire by Rotation

Shri Prashant Amin retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment.

Statutory Declarations / Disclosures by 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 as per Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Director of your Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Act and SEBI (LODR) Regulations, 2015.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the frame work of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the year ended on 31st March, 2018. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirm that :

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures therefrom;

2. They have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations 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 as at 31st March, 2018 and of the profit of the Company for the year ended on that date;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual accounts on a going concern basis;

5. They have laid internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended on 31st March, 2018; and

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended on 31st March, 2018.

11. KEY MANAGERIAL PERSONNEL

During the year under review, Shri Prayasvin B. Patel, Executive Director of the Company has resigned as a Key Managerial Person of the Company w.e.f. 1st December, 2017. However, he will continue as an Executive Director of the Company.

Apart from above, there is no change in Key Managerial Personnel of the Company.

12.1 AUDIT COMMITTEE

The Board has constituted an Audit Committee pursuant to the provisions of Sections 177(1) of the Companies Act, 2013. The composition of the Audit Committee is as under:

Shri Nalin Shah (Chairman)

Shri Nirmal Bhogilal (Member)

Shri P. M. Patel (Member)

Smt. Manjuladevi Shroff (Member)

The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.

12.2 BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and notifications/ circulars of SEBI, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12.3 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is attached as Annexure “A”.

12.4 MEETINGS

During the year under review, four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

13. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of the Company’s business.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature and in the ordinary course of the Company’s business.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website. The weblink of the policy is https://eimcoelecon.in/wp-content/uploads/2012/11/ Related-Party-Policy-EIMCO.pdf

14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken project in the area of Education. This project is in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as Annexure ‘B’.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant or material order passed by the Regulators/courts which would impact the going concern status of the Company and its future operations.

16. MANAGEMENT’S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management’s Discussion and Analysis appearing as Annexure ‘C’ to this Report.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations.

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company at following web-link- https://eimcoelecon. in/wp-content/uploads/2012/11/Whistle-Blower-Policy-EIMCO.pdf

19. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are complied with.

A detailed report on Corporate Governance is appearing as Annexure ‘D’ to this Report along with the Auditors’ Certificate on its compliance by the Company.

20. PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.

As required by the provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out in the Annexure ‘E’ to the Board’s Report.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars required to be disclosed in this report pursuant to the provision of the Companies (Accounts) Rules, 2014 are given in Annexure ‘F’ forming part of this report.

22. STATUTORY AUDITORS

Messrs Thacker Butala Desai, Chartered Accountants, Navsari were appointed for a period of five years at the 43rd Annual General Meeting of the Company subject to ratification of their appointment every year.

The proposal for ratification of their appointment as Statutory Auditors has been placed before the ensuing 44th Annual General Meeting of the Company.

23. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its activity are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Y. S. Thakar & Co. to audit the cost accounts of the Company for the financial year ending 31st March, 2019 on a remuneration of Rs. 40,000/- plus taxes as applicable and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members’ ratification for the remuneration payable to Messrs Y. S. Thakar & Co., the Cost Auditors is included at Item No. 5 of the Notice convening the Annual General Meeting.

24. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs D. G. Bhimani & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure ‘G’.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 are annexed herewith as Annexure ‘H’.

26. INSURANCE

The Company takes a very pragmatic approach towards insurance. Adequate insurance cover has been taken for all movable and immovable assets for various types of risks.

27. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

28. RISK MANAGEMENT

Although it is not mandatory for the Company, the Board of Directors of your Company has constituted a Risk Management Committee to assist the Board in overseeing and approving the Company’s enterprise wide risk management framework. The Company monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

29. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under the policy. Following is a summary of sexual harassment complaints received and disposed off during the year 2017-18:

No. of complaints received : Nil

No. of complaints disposed off : N.A.

30. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

31. ACKNOWLEDGEMENT

The Board records its thanks to the Company’s Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.

For and on behalf of the Board of Directors,

M. G. Rao P. C. Amin

Whole-time Director Director

Place : Vallabh Vidyanagar

Date : 3rd May, 2018

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Mar 31, 2017

To:

The Members of EIMCO ELECON (INDIA) LTD.

The Directors take pleasure in presenting the 43^rd Annual Report together with the audited financial statements for the year ended on 31^st March, 2017. The Management Discussion and Analysis has also been incorporated in this report.

1. HIGHLIGHTS OF PERFORMANCE

Total Revenue for the year increased to Rs. 198.88 crores as compared to Rs. 157.06 crores in the previous year. Profit before Tax for the year was Rs. 29.79 crores as compared to Rs. 23.63 crores in the previous year. Profit After Tax for the year was Rs. 25.09 crores as compared to Rs. 17.45 crores in the previous year.

². ^FINANC^IAL R^ESULTS

₍Rs. in Lakhs)

	31-03-2017 Standalone	31-03-2016 Standalone	31-03-2017 Consolidated
Profit Before Tax	2979.19	2363.23	2941.70
Less: Tax Expense	470.09	617.24	470.09
PROFIT AFTER TAX	2509.10	1745.99	2471.61
Add: Balance brought forward from last year	4321.69	4225.31	4729.57
Other Comprehensive Income	(14.36)	(2.14)	(14.36)
Share in Associate (on sale of investment)			(53.81)
Total	6816.43	5969.16	7133.01
APPROPRIATED AS
Dividend	288.42	288.42	288.42
Tax on Distributed Profit	58.72	59.05	58.72
Transfer to General Reserve	1500.00	1300.00	1500.00
Balance Carried Forward	4969.29	4321.69	5285.87
Total	6816.43	5969.16	7133.01

3. DIVIDEND

Your directors recommend for your consideration a dividend of Rs. 5/- (previous year Rs. 5/-) per share of Rs. 10/- each for the year ended on 31^st March, 2017.

4. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has neither subsidiary nor Joint Venture Company.

Associate Company:

Eimco Elecon Electricals Limited Your Company holds 47.62% of the Equity Shares of Eimco Elecon Electricals Ltd. The Profit After Tax for the year ended on 31^st March, 2017 was Rs. (78.72) Lakhs as against Rs. 83.64 Lakhs for the year ended on 31^st March, 2016.

5. SALE OF INVESTMENT IN WIzARD FINCAP LIMITED:-

During the year under review, the Company has sold its Investment of 24.95% of Equity Shares of Wizard Fincap Ltd. at Rs. 84.87 per share. Hence, Wizard Fincap Limited is no longer an Associate Company of your Company.

6. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March,

2017 was Rs. 5.76 crores. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

7. FINANCE

Your Company continues to be debt free. The Company continues to focus on judicious management of its working capital. Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring. The whole of the properties of the Company have been suitably insured.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.

9. FIXED DEPOSITS

The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

10. DIRECTORS

Sad Demise

Shri H. S. Parikh, one of the senior most Directors on the Board expired on 12^th May 2016. The Board placed on record its sincere appreciation for all guidance and support provided by Shri H. S. Parikh during his tenure with the Company.

Retire by Rotation

Shri Pradip M. Patel retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment.

New Appointment:

Ms. Reena Bhagwati has been appointed as an Additional (Independent) Director with effect from 9^th November, 2016. She holds office upto the date of the ensuing Annual General Meeting of the Company.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013, an Independent Director shall hold office for a term of five consecutive years and not be liable to retire by rotation. Accordingly, Ms. Reena P. Bhagwati shall be appointed as an Independent Director to hold office for a term of five consecutive years from the date of ensuing Annual General Meeting of the Company and shall not liable to retire by rotation.

The Board welcomes Ms. Reena P. Bhagwati and considers it an advantage to the Company to benefit from her experience and knowledge.

Members'' approval for her appointment as an Independent Director under the Companies Act, 2013 has been sought in the Notice convening the Annual General Meeting of the Company.

Statutory Declarations / Disclosures by 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 as per SEBI (LODR) Regulations, 2015. None of the Director of your Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Act and SEBI (LODR) Regulations,

2015.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the frame work of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the year ended on 31^st March,

2017. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures there from.

2. They have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations 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 as at 31^st March, 2017 and of the profit of the Company for the year ended on that date.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. They have prepared the annual accounts on a going concern basis;

5. They have laid internal financial controls to be followed by the Company and that such Internal financial controls are adequate and were operating effectively during the year ended on 31^st March, 2017 and;

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and. operating effectively during the year ended on 31^st March, 2017.

12. KEY MANAGERIAL PERSONNEL

Appointment of Executive Directors

Shri Prayasvin B. Patel has been appointed as an Executive Director of the Company with effect from 9^th November, 2016 for five years.

Shri M. G. Rao has been re-appointed as a Whole -time Director of the Company with effect from 8^th Septmber, 2016 for three years.

Appointment of Chief Financial Officer

Shri Nilesh D. Shelat has been appointed as the CFO of the Company w.e.f. 1^st September, 2016. Change in Company Secretary Shri Nilesh D. Shelat had resigned from the office of the Company Secretary w.e.f. the closing business hours of 31^st August, 2016. Your Directors place on record their sincere appreciation for the valuable contributions made by him.

Smt. Bharti Isarani has been appointed as a Company Secretary of the Company from 1^st September, 2016.

The Board welcomes all the KMPs of the Company.

13.1 AUDIT COMMITTEE

The Board has constituted an Audit Committee pursuant to the provisions of Section 177(1) of the Companies Act, 2013. The Composition of the Audit Committee is as under:

Shri Nalin Shah (Chairman)

Shri Nirmal Bhogilal (Member)

Shri P. M. Patel (Member)

The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.

13.2 BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and rules made there under and Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and notifications/ circulars of SEBI, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

13.3 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is attached as Annexure "H".

13.4 MEETINGS

During the year, four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

14. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of the Company''s business.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature and in the ordinary course of the Company''s business.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The web link of the policy is https://eimcoelecon.in/wp-content/uploads/2012/11/ Related-Party-Policy-EIMCO.pdf

15. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken project in the area of Education. This project is in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as Annexure ''A''.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/courts which would impact the going concern status of the Company and its future operations.

17. MANAGEMENT''S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management''s Discussion and Analysis appearing as Annexure ''G'' to this Report.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations.

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company at following web-link- https://eimcoelecon. in/wp-content/uploads/2012/11/Whistle-Blower-Policy-EIMCO.pdf

20. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are complied with. A detailed report on Corporate Governance is appearing as Annexure ''B'' to this Report along with the Auditors'' Certificate on its compliance by the Company.

21. PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.

As required by the provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out in the Annexure ''C'' to the Directors'' Report.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars required to be disclosed in this report pursuant to the provision of the Companies (Accounts) Rules, 2014 are given in Annexure ''D'' forming part of this report.

23. AUDITORS

Messrs Talati & Talati, Chartered Accountants, Statutory Auditors were appointed for a period of two years at the 41^st Annual General Meeting subject to ratification of their appointment every year. However, pursuant to the provisions of Section 139 of the Companies Act, 2013; their term is going to be completed at the conclusion of ensuing Annual General Meeting.

Your Directors have proposed Messrs Thacker Butala Desai, Chartered Accountants, Navsari as Statutory Auditors of your company for five years from the conclusion of ensuing 43^rd Annual General Meeting subject to the ratification every year by the members at their Annual General Meeting.

24. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its activity are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Y. S. Thakar & Co. to audit the cost accounts of the Company for the financial year ending on 31^st March, 2018 on a remuneration of Rs. 32,000/- plus taxes as applicable and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to Messrs Y. S. Thakar & Co., Cost Auditors is included at Item No. 7 of the Notice convening the Annual General Meeting.

25. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs D. G. Bhimani & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure ''E''.

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 are annexed herewith as Annexure ''F''.

27. INSURANCE

The Company takes a very pragmatic approach towards insurance. Adequate insurance cover has been taken for all movable and immovable assets for various types of risks.

28. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

29. RISK MANAGEMENT

Your Directors have constituted a Risk Management Committee which has been entrusted with responsibility to assist the Board in overseeing and approving the Company''s enterprise wide risk management framework. The Company monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

30. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17:

No. of complaints received : Nil

No. of complaints disposed off: N.A.

31. ACKNOWLEDGEMENT

The Board records it’s thanks to the Company''s Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.

For and on behalf of the Board of Directors,

M. G. Rao P. C. Amin

Whole-time Director Director

Place : Vallabh Vidyanagar

Date : 18^th May, 2017

---

Mar 31, 2016

BOARD’S REPORT

To:

The Members of EIMCO ELECON (INDIA) LTD.

The Directors take pleasure in presenting the 42^nd Annual Report together with the audited financial statements for the year ended 31^st March, 2016. The Management Discussion and Analysis has also been incorporated in this report.

1. HIGHLIGHTS OF PERFORMANCE

Total revenue for the year decreased to Rs, 143.44 crores as compared to Rs, 201.84 crores in the previous year.

During the year, Coal India Ltd. focused more on Open Cast Mines than underground mines, where our products are supplied, and also few of the tenders were delayed by some of the subsidiaries of Coal India Ltd., hence the companyRs,s sales were affected.

Profit before tax for the year was Rs, 22.46 crores as compared to Rs, 30.08 crores in the previous year.

Profit after tax for the year was Rs, 16.63 crores as compared to Rs, 21.51 crores in the previous year.

2. ^{FINANCIAL RESULTS} (Rs, in Lacs)

	31-03-2016 Standalone O	31-03-2015 Standalone (Rs,)	31-03-2016 Consolidated O
Profit Before Tax	2246.93	3008.15	2289.21
Less: Provision for Taxation	583.14	856.30	583.14
PROFIT AFTER TAX	1663.79	2151.85	1706.07
Add: Balance brought forward from last year	411.03	306.65	411.03
	2074.82	2458.50	2117.10
APPROPRIATED AS
Proposed Dividend	288.42	288.42	288.42
Tax on Distributed Profit	58.72	59.05	58.72
Transfer to General Reserve	1300.00	1700.00	1300.00
Balance Carried Forward	427.68	411.03	469.96
Total	2074.82	2458.50	2117.10

3. DIVIDEND

Your directors recommend for your consideration a dividend of Rs, 5/- (previous year Rs, 5/- ) per share of Rs, 10/- each for the year ended 31^st March, 2016.

4. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary and Joint venture companies.

Associated Companies :

Eimco Elecon Electricals Limited

The Company holds 47.62% of the Equity Shares of Eimco Elecon Electricals Ltd. The profit after Tax for the year ended 31^st March, 2016 was Rs, 83.84 Lacs as against Rs, 205.50 Lacs for the year ended 31^st March, 2015.

Wizard Fincap Limited

The Company holds 24.95% of the Equity Shares of Wizard Fincap Ltd. The profit after Tax for the year ended 31^st March, 2016 was Rs, 11.96 Lacs as against profit of Rs, 5.79 Lacs for the year ended 31^st March, 2015.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2016 was Rs, 5.76 crores. During the year under review, the Company has not issued shares with differential voting nor granted stock options nor sweat equity.

6. FINANCE

Your Company continues to be debt free. The Company continues to focus on judicious management of its working capital. Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring. The whole of the properties of the Company have been suitably insured.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.

8. FIXED DEPOSITS

The Company has not accepted deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9. DIRECTORS

Mr. P. C. Amin retires by rotation and, being eligible, offers himself for reappointment.

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.

None of the Director of your Company is disqualified as per the provisions of section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

10.1 Audit Committee:

The Board has constituted an Audit Committee pursuant to the provisions of Section 177(1) of the Companies Act, 2013. The Composition of Audit Committee is as under:

Mr. Nalin Shah (Chairman)

Mr. H. S. Parikh (Member)

Mr. Nirmal Bhogilal (Member)

Mr. P. M. Patel (Member)

The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.

10.2 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 (The Companies (Accounts) Rules, 2014 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10.3 Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

10.4 Meetings

During the year four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the frame work of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory cost and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companies’ internal financial controls were adequate and effective during the year ended 31^st March, 2016. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirm that :

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures there from.

2. They have in the selection of the accounting policies consulted the statutory auditors and have applied their recommendations 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 as at 31^st March, 2016 and of the profit of the Company for the year ended on that date.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. They have prepared the annual accounts on a going concern basis.

5. They have laid internal financial controls in to be followed by the Company and that such Internal financial controls are adequate and were operating effectively during the year ended 31^st March, 2016.

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31^st March, 2016.

12. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of the Company’s business.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature and in the ordinary course of the Company’s business.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken project in the area of Education. This project is in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as Annexure “A”.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/courts which would impact the going concern status of the Company and its future operations.

15. MANAGEMENT’S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management’s Discussion and Analysis appearing as Annexure “G” to this Report.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism system and framed Whistle Blower Policy. The Whistle Blower Policy is disclosed on the website of the Company.

18. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreements with the Stock Exchanges, are complied with.

A detailed report on Corporate Governance is appearing as Annexure ‘B’ to this Report along with the Auditors’ Certificate on its compliance by the Company.

19. PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.

As required by the provisions of The Companies (Appointment and Remuneration of of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out in the Annexure ‘C’ to the Directors’ Report.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars required to be disclosed in this report pursuant to the provision of The Companies (Accounts) Rules, 2014 are given in Annexure ‘D’ forming part of this report.

21. AUDITORS

M/s Talati & Talati, Chartered Accountants, Statutory Auditors were appointed for a period of two years at the last Annual General Meeting, subject to ratification of their appointment every year. You are requested to ratify their appointment pursuant to the provisions of Section 139 of the Companies Act, 2013.

22. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its activity are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s Y. S. Thakar & Co. to audit the cost accounts of the Company for the financial year ending 31^st March 2017 on a remuneration of '' 32,000/- Plus Taxes as applicable and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members’ ratification for the remuneration payable to Messrs Y. S. Thakar & Co., the Cost Auditors, is included at Item No. 6 of the Notice convening the Annual General Meeting.

23. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs D. G. Bhimani & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as “Annexure ‘E”.

24. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 are annexed herewith as “Annexure ‘F”.

25. INSURANCE

The Company takes a very pragmatic approach towards insurance. Adequate insurance cover has been taken for all movable and immovable assets for various types of risks.

26. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of the Act and Rules framed there under.

27. RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing and approving the Company’s enterprise wide risk management framework. The Company monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16 :

No. of complaints received : Nil

No. of complaints disposed off : N.A.

29. ACKNOWLEDGEMENT

The Board records its thanks to the Company’s Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.

For and on behalf of the Board of Directors

P. C. Amin M. G. Rao

Director Whole time Director

Place : Vallabh Vidyanagar

Date : 27^th April, 2016

---

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 41st Annual Report together with the audited financial statements for the year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated in this report.

1. HIGHLIGHTS OF PERFORMANCE

Total revenue for the year increased to Rs. 201.85 crores as compared to Rs. 197.79 crores in the previous year.

Profit before tax for the year was Rs. 30.08 crores as compared to Rs. 28.03 crores in the previous year.

Profit after tax for the year was Rs. 21.51 crores as compared to Rs. 20.16 crores in the previous year.

The Company supplied and installed on trial basis Chair Lift Man Riding System in one of the Coal mine of Coal India Ltd. This system is working satisfactory since installation. This is the Longest Chair Lift Man Riding System in India. We also received one order from M/S. Tata Steel Ltd. for for supply and installation of Chair Lift Man Riding System.

2. FINANCIAL RESULTS

(Rs. in Lacs)

31-03-2015 31-03-2014 (Rs. ) (Rs. )

Profit before Tax 3008.15 2803.61

Less: Provision for Taxation 856.30 787.06

PROFIT AFTER TAX 2151.85 2016.55

Add: Balance brought 306.65 360.03 forward from last year

2458.50 2376.58

APPROPRIATED AS

Proposed Dividend 288.42 230.74

Tax on Distributed Profit 59.05 39.21

Transfer to General 1700.00 1800.00 Reserve

Balance Carried 411.03 306.63 Forward

Total 2458.50 2376.58

3. DIVIDEND

Your directors recommend for your consideration a dividend of Rs. 5 /- (previous year Rs. 4/- ) per share of Rs. 10/- each for the year ended 31st March, 2015.

4. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

Company has no subsidiary and Joint venture companies.

Associated Companies :

Eimco Elecon Electricals Limited

Company holds 47.62% of Equity Shares of Eimco Elecon Electricals Ltd. The profit after Tax for the year ended 31st March, 2015 was Rs. 205.50 Lacs as against Rs. 137.27 Lacs for the year ended 31st March, 2014.

Wizard Fincap Limited

Company holds 24.95% of Equity Shares of Wizard Fincap Ltd. The profit after Tax for the year ended 31st March, 2015 was Rs. 5.78 Lacs as against loss of Rs. 3.34 Lacs for the year ended 31st March, 2014.

5. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 5.76 crores. During the year under review, the Company has not issued shares with differential voting nor granted stock options nor sweat equity.

6. FINANCE

Your Company continue to be debt free. The Company continues to focus on judicious management of its working capital. Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring. The whole of the properties of the Company have been suitably insured.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.

8. FIXED DEPOSITS

The Company has not accepted deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9. DIRECTORS

Mr. P. M. Patel retires by rotation and, being eligible, offers himself for reappointment.

Mrs. Manjuladevi Shroff was appointed as Additional Director w.e.f. 2nd February 2015 and would hold office upto forthcoming Annual General Meeting.

In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, an Independent Director shall hold office for a term of five consecutive years and not be liable to retire by rotation.

Accordingly Mrs. Manjuladevi Shroff shall be appointed as an Independent Director to hold office for a term of five consecutive years from the date of ensuing Annual General Meeting of the Company and shall not be liable to retire by rotation. Members' approval for her appointment as an Independent Director, under Section 149 & 152 of the Companies Act, 2013 has been sought in the Notice convening Annual General Meeting of the Company. During the year, Mr. P. B. Patel and Mr. Vihang Virkar resigned from Board of Directors of the Company. Your Directors place on record their sincere appreciation for the valuable contribution made by them.

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.

None of the Director of your Company is disqualified as per the provisions. of section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

10.1 Audit Committee:

The Board has constituted Audit Committee pursuant to the provisions of Sections 177(1) of the Companies Act, 2013. The Composition of Audit Committee is as under:

Mr. Nalin Shah (Chairman)

Mr. H. S. Parikh (Member)

Mr. Nirmal Bhogilal (Member)

Mr. P. M. Patel (Member)

Mr. P. C. Amin (Member)

The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.

10.2 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 (The Companies (Accounts) Rules, 2014 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10.3 Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

10.4 Meetings

During the year five Board Meetings and five Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

11. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

1. that in the preparation of the annual financial statements for the year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that such accounting policies as mentioned in note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date;

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the annual financial statements have been prepared on a going concern basis;

5. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

6. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

12. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of the Company's business.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature and in the ordinary course of the Company's business. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken project in the area of Education. This project is in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as Annexure "A".

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/courts which would impact the going concern status of the Company and its future operations.

15. MANAGEMENT'S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management's Discussion and Analysis appearing as Annexure "G" to this Report.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company.

18. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreements with the Stock Exchanges, are complied with.

A detailed report on Corporate Governance is appearing as Annexure 'B' to this Report along with the Auditors' Certificate on its compliance by the Company.

19. PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.

As required by the provisions of The Companies (Appointment and Remuneration of of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out in the Annexure 'C' to the Directors' Report.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars required to be disclosed in this report pursuant to the provision of The Companies (Accounts) Rules, 2014 are given in Annexure 'D' forming part of this report.

21. AUDITORS

The Company's Auditors, Messrs Talati & Talati, Chartered Accountants, who retires at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. They will hold office for two years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 43rd Annual General Meeting. As required under Clause 49 of he Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

22. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its activity are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Y. S. Thakar & Co. to audit the Cost accounts of the Company for the financial year ending March 31, 2016 on a remuneration of Rs. 32,000/- Plus Taxes as applicable and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members' ratification for the remuneration payable to Messrs Y. S. Thakar & Co., the Cost Auditors is included at Item No. 7 of the Notice convening the Annual General Meeting.

23. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs D. G. Bhimani & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure 'E".

24. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 are annexed herewith as "Annexure 'F".

25. RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with responsibility to assist the Board in overseeing and approving the Company's enterprise wide risk management framework. The Company monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15 :

No. of complaints received : Nil

No. of complaints disposed off : N.A.

27. ACKNOWLEDGEMENT

The Board records its thanks to the Company's Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.

For and on behalf of the Board of Directors

P. C. Amin M. G. Rao Director Wholetime Director

Place : Vallabh Vidyanagar Date : 1st May, 2015

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Mar 31, 2014

The Members of EIMCO ELECON (INDIA) LTD.

The Directors have pleasure in presenting their 40th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

(Rs. in Lacs)

31-03-2014 31-03-2013 (Rs.) (Rs.)

profit before Tax 2803.61 2014.49

Less: Provision for Taxation 787.06 500.96

PROFIT AFTER TAX 2016.55 1513.53

Add: Balance brought 360.03 366.45 forward from last year 2376.58 1879.98

APPROPRIATED AS

Proposed Dividend 230.74 230.74

Tax on Distributed profit 39.21 39.21

Transfer to General 1800.00 1250.00 Reserve

Balance Carried 306.63 360.03 Forward

Total 2376.58 1879.98

2. PERFORMANCE

During the year under review, the Company has achieved the turnover of Rs. 19779.05 Lacs (previous year Rs. 17556.97 Lacs). The net profit stood at Rs. 2016.55 Lacs (previous year Rs. 1513.53 Lacs).

3. DIVIDEND

Your directors recommend for your consideration a dividend of Rs. 4/- (previous year Rs. 4/-) per share of Rs. 10/- each for the year ended 31st March, 2014.

4. INSURANCE

The whole of the properties of the Company have been suitably insured.

5. FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposits under the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules,1975. There were no unclaimed deposits as on 31st March, 2014.

6. DIRECTORS

Mr. P. C. Amin retires by rotation and, being eligible, offers himself for reappointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. that 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 and of the profit of the Company for the financial year;

3. that they have taken proper and suffcient 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;

4. that they have prepared the annual accounts on a going concern basis.

8. MANAGEMENT''S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management''s Discussion and Analysis appearing as Annexure 4 to this Report.

9. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreements with the Stock Exchanges are complied with.

A detailed report on Corporate Governance is appearing as Annexure 3 to this Report along with the Auditors'' Certifcate on its compliance by the Company.

10. PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure-1 to this Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars required to be disclosed in this report pursuant to the provision of Section 217(1) (e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 2 to Report.

12. AUDITORS

The Auditors, M/s. Talati & Talati, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re- appointed.

13. COST AUDITORS

The Board has appointed M/s. Y. S. Thakar & Co. Cost Accountants, Vadodara (Regn. No.00318) to carry out the Cost Audit of the Company for the Financial year 2014-15.

14. ACKNOWLEDGEMENT

The Board records its thanks to the Company''s Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.

For and on behalf of the Board of Directors

P. B. Patel M. G. Rao

Vice Chairman Whole time Director

Place : Mumbai Date : 24th April, 2014

---

Mar 31, 2013

To: The Members of EIMCO ELECON (INDIA) LTD.

The Directors have pleasure in presenting their 39th Annual Report together with the Audited Statement of Accounts of the company for the year ended 31st March 2013.

1. FINANCIAL RESULTS

(Rs. in Lacs)

31-03-2013 31-03-2012 (Rs.) (Rs.)

Proft before exceptional 2014.49 1656.92 and extraordinary items and Tax

Exceptional items - Income Nil 898.83

from sale of Surface Drilling

Product Line

Less: Provision for Taxation 500.96 522.95

PROFIT AFTER TAX 1513.53 2032.80

Add: Balance brought 366.45 351.82

forward from last year 1879.98 2384.62

APPROPRIATED AS

Proposed Dividend 230.74 230.74

Tax on Distributed Proft 39.21 37.43

Transfer to General 1250.00 1750.00

Reserve

Balance Carried 360.03 366.45

Forward

Total 1879.98 2384.62



2. PERFORMANCE

During the year under review, the Company has achieved the turnover of Rs. 17556.97 Lacs (previous year Rs. 18070.74 Lacs). The net proft stood at Rs. 1513.53 Lacs (previous year Rs. 2032.80 Lacs).

3. DIVIDEND

Your directors recommend for your consideration a dividend of Rs. 4 /- (previous year Rs. 4/-) per share of Rs. 10/- each for the year ended 31st March, 2013.

4. INSURANCE

The whole of the properties of the company have been suitably insured.

5. FIXED DEPOSITS

During the year under review, your Company has not accepted any fxed deposits under the provisions of Section 58A of the Companies Act,1956 read with Companies (Acceptance of public Deposits) Rules,1975. There were no unclaimed deposits as on 31st March, 2013.

6. DIRECTORS

Mr. Vihang Virkar and Mr. Nirmal Bhogilal retire by rotation and, being eligible, offer themselves for reappointment. A brief profle of these Directors is appearing in Annexure 4 to this Report.

During the year Mr. Jal Patel resigned from Board of Directors of the Company. Your Directors place on record their sincere appreciation for the valuable contribution made by Mr. Jal Patel.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that 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 and of the proft or loss of the Company for the fnancial year;

3. that they have taken proper and suffcient care of 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. that they have prepared the annual accounts on a going concern basis.

8. MANAGEMENT''S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management''s Discussion and Analysis appearing as Annexure 5 to this Report.

9. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreements with the Stock Exchanges, are complied with.

A detailed report on Corporate Governance is appearing as Annexure 3 to this Report along with the Auditors'' Certifcate on its compliance by the Company.

10. PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure 1 to the Directors'' Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars required to be disclosed in this report pursuant to the provision of Section 217(1) (e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 2 forming part of this report.

12. AUDITORS

The Company''s Auditors, Messrs Talati & Talati, retire and being eligible, offer themselves for reappointment. The members are requested to appoint Auditors for the current year and fx their remuneration.

The Certificate has been received from the Auditors to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act,1956. The Auditors have advised that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certifcate issued by the peer Review Board of the ICAI.

13. COST AUDITORS

In compliance with the Central Government‘s order No.52/26/CAB-2010 dated January 24, 2012, the Board has appointed M/s. Y. S. Thakar & Co., Cost Accountants, Vadodara (Regn. No.00318) to carry out the cost Audit of the Company for the Financial year 2012-13.

14. ACKNOWLEDGEMENT

The Board records its thanks to the Company''s Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.

For and on behalf of the Board of Directors

P. B. Patel M. G. Rao

Vice Chairman Wholetime Director

Place : Vallabh Vidyanagar

Date : 30th April, 2013

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Mar 31, 2012

To:The Members of EIMCO ELECON (INDIA) LTD.

The Directors have pleasure in presenting their 38th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2012.

1. FINANCIAL RESULTS

(Rs.in Lacs)

31-03-2012 31-03-2011 (Rs.) (Rs.)

Profit before exceptional 1656.92 1968.57

and extraordinary items and

Tax

Exceptional items - Income 898.83 Nil

from sale of Surface Drilling Product Line

Less: Provision for Taxation 522.95 629.04

PROFIT BEFORE TAX 2032.80 1339.53

Add: Balance brought 351.82 330.45

forward from last year 2384.62 1669.99

APPROPRIATED AS

Proposed Dividend 230.74 230.74

Tax on Proposed Dividend 37.43 37.43

Transfer to General 1750.00 1050.00

Reserve

Balance Carried 366.45 351.82

Forward

Total 2384.62 1669.99

2. PERFORMANCE

During the year under review, the Company has achieved the turnover of Rs 18070.74 Lacs (Previous Year Rs 18752.69 Lacs). The profit before exceptional items and tax stood at Rs 1656.92 Lacs (Previous Year Rs 1968.57 Lacs). During the year Company sold its Surface Drilling Product Line to Sandvik Asia Pvt. Ltd. for a consideration of Rs 1650 lacs. In view of the same, the Company has written off inventory of Rs 751.17 Lacs pertaining to the above business. The net amount of Rs 898.83 Lacs has been shown as Exceptional item.

3. DIVIDEND

Your directors recommend for your consideration a dividend of Rs 4 /- per share of Rs 10/- each for the year ended 31st March, 2012.

4. INSURANCE

The whole of the properties of the company have been suitably insured.

5. FIXED DEPOSITS

Two Deposits aggregating to Rs 55,212 though matured were not claimed as on 31st March 2012.

6. DIRECTORS

Mr. P. C. Amin and Mr. P. M. Patel retire by rotation and, being eligible, offer themselves for reappointment. A brief profile of these Directors is appearing in Annexure 4 to this Report.

Mr. P. B. Patel, Managing Director will relinquish the office of Managing Director with effect from 1st June, 2012, however he will continue to be a Director of the Company.

During the year Mr. Shreevardhan Sinha and Mr. A. M. Deshpande, Directors, resigned from Board of Directors of the Company. Your Directors place on record their sincere appreciation for the valuable contribution made by Mr. Shreevardhan Sinha and Mr. A. M. Deshpande.

Mr. Nirmal Bhogilal was appointed as Additional Director w.e.f. 23-09-2011 and will hold office up to Annual General Meeting. Notice together with deposit has been received from a member pursuant to Section 257 of the Companies Act, 1956 proposing Mr. Nirmal Bhogilal's appointment in the ensuing Annual General Meeting as Director of the Company liable to retire by rotation.

Mr. M. G. Rao was appointed as Additional Director w.e.f. 08-09-2011 and will hold office up to Annual General Meeting. Notice together with deposit has been received from a member pursuant to Section 257 of the Companies Act, 1956 proposing Mr. M. G. Rao's appointment in the ensuing Annual General Meeting as Director of the Company. The Board of Directors appointed him as Whole time Director, subject to approval of members.

Mr. Nalin M. Shah was appointed as Additional Director w.e.f. 08-05-2012 and will holds office up to Annual General Meeting. Notice together with deposit has been received from a member pursuant to Section 257 of the Companies Act, 1956 proposing Mr. Nalin M. Shah's appointment in the ensuing Annual General Meeting as Director of the Company liable to retire by rotation.

7. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. that the directors 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 of the profit or loss of the Company for that period;

3. that the directors have taken proper and sufficient care of 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. that the directors have prepared the annual accounts on a going concern basis.

8. MANAGEMENT'S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management Discussion and Analysis appearing as Annexure 5 to this Report.

9. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreements with the Stock Exchanges, are complied with.

A detailed report on Corporate Governance is appearing as Annexure 3 to this Report along with the Auditors' Certificate on its compliance by the Company.

10. PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure 1 to the Directors Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars required to be disclosed in this report pursuant to the provision of Section 217(1) (e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 2 forming part of this report.

12. AUDITORS

The Company's Auditors, Messrs Talati & Talati, Chartered Accountants, retire and being eligible, offer themselves for reappointment. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. ACKNOWLEDGEMENT

The Board records it's thanks to the Company's Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.

For and on behalf of the Board of Directors

P. B. Patel M. G. Rao

Managing Director Whole time Director

Place : Mumbai

Date : 8th May, 2012

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Mar 31, 2011

The Directors have pleasure in presenting their 37th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2011.

1. FINANCIAL RESULTS

31-03-2011 31-03-2010 (Rs.) (Rs.)

Profit before Depreciation, 260,492,775 260,471,964 & Provision for Taxation

Less: Depreciation 63,636,045 69,478,422

PROFIT BEFORE TAX 196,856,730 190,993,542

Less : Provision for 62,903,516 62,968,049 Taxation

PROFIT AFTER TAX 133,953,214 128,025,493

Add : Balance brought 33,045,674 31,926,236 forward from last year

166,998,888 159,951,729

APPROPRIATED AS

Proposed Dividend 23,073,540 23,073,540

Tax on Distributed Profit 3,743,105 3,832,515

Transfer to General 105,000,000 100,000,000 Reserve

Balance Carried 35,182,243 33,045,674 Forward

Total 166,998,888 159,951,729

2. PERFORMANCE

During the year under review, the Company has achieved the turnover of Rs.1875.24 million (previous year 1645.65 million). The net profit stood at Rs.133.95 million (previous year Rs.128.02 million).

3. DIVIDEND

Your directors recommend for your consideration a dividend of Rs. 4/- per share of Rs.10/- each for the year ended 31st March, 2011.

4. INSURANCE

The whole of the properties of the company have been suitably insured.

5. FIXED DEPOSITS

Four Deposits aggregating to Rs.102,219 though matured were not claimed as on 31st March 2011.

6. DIRECTORS

Mr. H. S. Parikh and Mr. Shreevardhan Sinha retire by rotation and, being eligible, offer themselves for reappointment. A brief profile of these Directors is appearing in Annexure 4 to this Report.

The Directors have steered the Company through a significant growth phase over the years. It is proposed to pay commission to Non Executive Directors within the permissible limits of the net profits of the year to be calculated in accordance with provision of the Companies Act,1956. The commission is proposed to be paid to them for their valuable contribution at the Board and its committee meetings as well as time spent on matters other than at the meetings. Special Resolution is proposed for approval of members at the ensuing Annual General Meeting for payment of commission to Non-Executive Directors.

7. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

1. that in the preparation of the annual accounts, 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 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 and of the profit or loss of the Company for that period;

3. that the directors have taken proper and sufficient care of 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. that the directors have prepared the annual accounts on a going concern basis.

8. MANAGEMENTS DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Managements Discussion and Analysis appearing as Annexure 5 to this Report.

9. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreements with the Stock Exchanges, are complied with.

A detailed report on Corporate Governance is appearing as Annexure 3 to this Report along with the Auditors Certificate on its compliance by the Company.

10. PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure 1 to the Directors Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars required to be disclosed in this report pursuant to the provision of Section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 2 forming part of this report.

12. AUDITORS

The Companys Auditors, Messers Talati & Talati, retire and being eligible, offer themselves for reappointment. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. ACKNOWLEDGEMENT

The Board records its thanks to the Companys Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.



For and on behalf of the Board of Directors

P. B. Patel A. M. Deshpande Managing Director Wholetime Director

Place : Mumbai Date : 3rd May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting their 36th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2010.

1. FINANCIAL RESULTS 31-03-2010 31-03-2009 (Rs.) (Rs.)

Profit before Depreciation, 260,471,964 307,741,097 & Provision for Taxation

Less: Depreciation 69,478,422 74,182,472

PROFIT BEFORE TAX 190,993,542 233,558,625

Less : Provision for 62,968,049 81,288,340

Taxation and Deferred Tax and Fringe Benefit Tax

PROFIT AFTER TAX 128,025,493 152,270,285

Add : Balance brought 31,926,236 31,650,839 forward from last year

159,951,729 183,921,124 APPROPRIATED AS

Proposed Dividend 23,073,540 23,073,540

Tax on distributed Profit 3,832,515 3,921,348

Transfer to General 100,000,000 125,000,000 Reserve

Balance Carried 33,045,674 31,926,236 Forward

Total 159,951,729 183,921,124

2. PERFORMANCE

During the year under review, the Company has achieved the turnover of Rs.1645.65 million (previous year 1480.78 million). The net profit stood at Rs.128.02 million (previous year Rs.152.27 million).

3. DIVIDEND

Your directors recommend for your consideration a dividend of Rs. 4/- per share of Rs.10/ each for the year ended 31st March, 2010.

4. INSURANCE

The whole of the properties of the company have been suitably insured.

5. FIXED DEPOSITS

Five Deposits aggregating to Rs.122,800 though matured were not claimed as on 31st March 2010.

6. DIRECTORS

Mr. P.M.Patel and Mr. Jal Patel retire by rotation and, being eligible, offer themselves for reappointment. A brief profile of these Directors is appearing in Annexure 4 to this Report.

Mr. Vihang Virkar was appointed as Additional Director w.e.f. 30th July 2009 and will hold office as Additional Director upto Annual General Meeting. Notice together with deposit has been received from a member pursuant to section 257 of the Companies Act, 1956, proposing Mr.Vihang Virkar‘s appointment in the ensuing Annual General Meeting as Director of the Company liable to retire by rotation.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors of your Company state:

1. that in the preparation of the annual accounts, 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 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 and of the profit or loss of the Company for that period;

3. that the directors have taken proper and sufficient care of 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. that the directors have prepared the annual accounts on a going concern basis.

8. MANAGEMENT’S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management’s Discussion and Analysis appearing as Annexure 5 to this Report.

9. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreements with the Stock Exchanges, are complied with.

A detailed report on Corporate Governance is appearing as Annexure 3 to this Report along with the Auditors’ Certificate on its compliance by the Company.

10. PERSONNEL

Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure 1 to the Directors’ Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The particulars required to be disclosed in this report pursuant to the provision of Section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 2 forming part of this report.

12. AUDITORS

The Company’s Auditors, Messrs Talati & Talati, retire and being eligible, offer themselves for reappointment. The members are requested to appoint Auditors for the current year and fix their remuneration.

13. ACKNOWLEDGEMENT

The Board records its thanks to the Company’s Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.

For and on behalf of the Board

P. B. Patel A. M. Deshpande

Managing Director Wholetime Director

Place : Vallabh Vidyanagar Date : 10th May, 2010