Directors Report of Exelon Infrastructure Ltd.

Mar 31, 2014

The Members

M/s. EXELON INFRASTRUCTURE LIMITED

Hyderabad.

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

1. FINANCIAL RESULTS (Rupees in Lacs.)

Particulars Financial Financial Year for Year for 2013-2014 2012-2013

Income 6018.75 5739.87

Depreciation 30.00 29.48

Profit/Loss After Tax 116.58 111.51

BUSINESS REVIEW & FUTURE OUTLOOK :

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

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

(a) Conservation of Energy : The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(b) (i)Technology Absorption, : No technology either indigenous or adaptation and innovation Foreign is involved

(ii)Research and Development : No research and Development has been carried out (R & D)

(c) i) Foreign exchange earnings : NIL ii) Foreign exchange out go : NIL

PARTICULARS OF EMPLOYEES :

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

DIRECTORS :

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

AUDITORS :

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

FIXED DEPOSITS :

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

DIRECTORS RESPONSIBILITY STATEMENT :

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

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and/or of the Profit or Loss of the company for that period; iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) We have prepared the annual accounts on a going concern basis.

STATEMENT PURSUANT TO THE LISTING AGREEMENT :

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

MANAGEMENT DISCUSSIONS AND ANALYSIS INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

b) Deployment of funds is in accordance with the Company''s policies. The internal audit is conducted as per the requirement of the Company and the report is submitted to the Audit committee and to the Management. It reviews the policies and procedures followed.

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

HUMAN RESOURCES

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

CORPORATE GOVERNANCE :

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

PERSONNEL

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board 0f Directors M/s. EXELON INFRASTRUCTURE LIMITED

(M.SRINIVASRAO) (SRINIVAS YADAV SHER) WHOLE TIME DIRECTOR DIRECTOR

Place: Hyderabad Date: 04.12.2014

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Mar 31, 2010

The Directors have pleasure in presenting the 31st Annual report of your Company together with the Audited Annual Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS: (Rupees, in Lakhs)

PARTICULARS 31.03.2010 31.03.2009

Income from Operations/Sales 2978.61 2952.14

Other lncomelncrease/(decrease) 0.00 0.60 in Finished good

2978.61 2952.75

Operating and Administrative Expenses 2870.36 2837.58

Financial Expenses 0.41 0.30

Depreciation 10.57 0.86

Less- Deferred Tax (Credit/ charge) 20.31 0.15

Net Profit/ Loss after Financial Expenses & 61.92 100.94

Depreciation

Earning Per share 1.23 2.32

DIVIDEND:

In view of the inadequate profit during the year under review and in order to conserve resources for future, your Directors do not recommend any Dividend for the year ended 31.03.2010.

OPERATIONS:

During the financial year under review, the Company has secured some infrastructure development contracts which have been part implemented. The slowdown in industry did not give impetus to the Companys growth and the sales have not shown major increase while due to increased expenses, the profitability came down to Rs. 61.92 lacs.

FORFEITURE OF SHARES

The equity shares which were forfeited have been re-issued by the Company at Rs 23 per share and have been listed at the Stock exchange during the period under review. However as per the directives of Bombay Stock Exchange the Company was supposed to issue the shares at Rs 57.75 per share and therefore the balance amount of Rs 34.75 had been collected by the Company after the Financial year end, i.e upto May, 2010.

FUTURE OUTLOOK:

Due to non- availability of adequate financial resources and the recessionary pressure hitting the Indian economy and that too with a vengeance towards the real estate industry, the Companys efforts to make headway in infrastructural development projects could not take off as perceived. However, during the period, fresh funds have been sourced by re-issue of the forfeited shares and the impact of availability of long term financial resources will be reflected in the current year working with the Company planning to explore several new project contracts for development and construction. The Company foresees an improvement in market conditions soon and with that the revenues are likely to improve while it would be possible to re-plough the profitability. The Company is also ready with some real estate ventures for sale.

DIRECTORS:

Shri M. Vishuvardhan Rao and Shri R. Chakravarthy retire by rotation at the ensuing Annual General meeting and being eligible, offers themselves for reappointment. During the period under review

The relevant details of directors seeking re-appointment above, as required by Clause 49 of the Listing Agreements entered into with the Stock Exchange are given elsewhere in the report.

AUDITORS :

The Auditors M/s P.Murali & Co., Chartered Accountants, Hyderabad hold office upto conclusion of the ensuing Annual General Meeting. The Board recommends their reappointment for the year 2010-2011.

The observations made by the Auditors in their report read with the Notes on Accounts are self explanatory and do not require any comments from Directors.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, & Management discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of corporate Governance are made a part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and analysis is given elsewhere in this report

RESEARCH AND DEVELOPMENT:

The company has not carried out any research and development activities during the year under review.

PUBLIC DEPOSITS:

The Company has neither invited nor accepted any Deposits from the public, within thfe meaning of the section 58A of the Companies Act, 1956, if any, from time to time.

PERSONNEL:

None of the employees of the company was in receipt of remuneration in excess of the limits prescribed u/s 217(2A) of the Companies Act, 1956.

PARTICULARS U/S 217(1) (e) OF THE COMPANIES ACT. 1956:

As required u/s. 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure/ of particulars of the Board of Directors) Rules 1988 the relevant information is given in Annexure.

SUBSIDIARY COMPANIES:

There are no subsidiaries to the Company as on date of the report. LISTING:

The shares of your company are listed on Bombay Stock Exchange (BSE), Ahmedabad Stock Exchange and Madhya Pradesh Stock Exchange, Indore. Except BSE, there was no trading at other Exchanges.

CODE OF CONDUCT

The Company has adopted a uniform Code of Conduct for Directors, Senior Management and above Officers level to ensure ethical standards and also to ensure compliance to the laid down standards. The object of the code is to conduct the Companys business ethically and with responsibility, integrity, fairness, transparency, honesty. The code sets out a broad policy for ones conduct in dealing with the Company, fellow directors and with the environment in which the Company operates.

INSURANCE

The properties and assets of your Company are adequately insured. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217( 2AA) of the Act, the Board states:

(i) That in the preparation of the Annual accounts, the applicable accounting standards had been followed except to the extent as specified by the Auditors in their Report:

(ii) That your Directors had selected such accounting policies and applied them consistently and made judgment 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 on 31st March, 2009 and of the profit of the Company for that period.

(iii) That your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(iv) That your Directors have prepared the Annual Accounts on a going concern concept.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for assistance and support from Axis Bank, Hyderabad. The Directors also express their gratitude to the shareholders of the company for their continued support to the Management.

For and on behalf of the Board of Directors Place: Mumbai Date: 01.09.2010 Director Director

M. SRINIVASA RAO P.V.M. RAMANA KUMAR