ELPRO INTERNATIONAL LIMITED
ANNUAL REPORT 2011-2012
The Directors present the 49th Annual Report together with the audited
balance-sheet and the profit and loss account for the year ended March 31,
1. Financial Results:
Particulars (Rs. in Lacs)
Year ended Year ended
Gross sales & services 3189 3506
Other Income 76 763
Tax and Exceptional Items (318) 730
Provision for Taxation - 6
MAT Credit - 6
Provision for Deferred Tax - -
Exceptional Items 115 (200)
Profit/(Loss) After Tax (203) 530
Profit brought forward
from previous year 251 (279)
Profit available for
appropriation - 251
Dividend-Proposed - -
Dividend tax on proposed
dividend - -
Transfer to General reserve - -
Balance carried to
Balance Sheet 48 251
The Company revenue during the year stood at Rs. 3189 Lacs, there is
decrease in revenue due to sluggish demand of real estate throughout the
year resulted into less number of booking of new flats as compared to
previous year and further in the core manufacturing activities there was
less export order for supply of manufactured goods resulted into margin
pressure and towered sale.
Due to loss during the year under review, your Directors do not recommended
4. Subsidiary & Consolidated Financial Statement:
The accounts, report of. the directors and auditors and other statement(s)
as set out in section 212 of the Companies Act, 1956, in respect of the
company`s subsidiary namely Elpro Estates Limited (Formerly known as Trump
Properties Limited) are not attached pursuant to the general exemption
granted by the Central Government pursuant to general circular No. 2/2011
dated February, 2011. The particulars of performance of the subsidiary for
and its financial positions as on March 31, 2012 is given in consolidated
Balance Sheet as required in terms of the said general exemption. The
members are informed that annual accounts of the said subsidiary and the
related detailed information will be made available on request. The
accounts of the said subsidiary are also open for inspection by the members
at the registered office of the company.
In accordance with Articles of Association of the Company, Mr. R.K.
Dabriwala, Mr. Narayan T Atal, Mr. Ramswaroop Dabriwala & Mr. Ashok Jain
retire by rotation as Directors at the ensuing Annual General Meeting and
are eligible for re-appointment.
The auditors M/s. Todarwal & Todarwal, Chartered Accountants, retire at the
conclusion of the ensuing Annual General Meeting and are eligible for re-
appointment. The Audit Committee of the Board recommends the re-appointment
of M/s. Todarwal & Todarwal, as auditors for a further period of one year.
7. Compliance Certificate under section 383A of the Companies Act, 1956 &
rule 3 of the (Compliance Certificate) Rules, 2001 is annexed to this
None of the employees of the Company employed throughout the year were in
receipt of remuneration of Rs. 24,00,000/- or more per annum or employed
for part of the year were in receipt of Rs. 2,00,000/- or more per month.
9. Conservation of Energy, Technology Absorption:
a) Conservation of Energy:
During the year under review, the energy consumption was 545569 (including
10423 own generation through DG) KWH in units as against 537055 (including
5733 own generation through DG) KWH in the . previous year. Steps taken for
energy conservation, inter alia, include the following:
Maintaining the power factor to unity in spite of variable load.
b) Technology Absorption: Not Applicable.
10. Foreign Exchange Earnings and Outgo:
Earning and outgo in foreign exchange during the year under review were
Rs.149.56 Lacs and Rs. Rs. 33.19 Lacs as against Rs. 186.65 Lacs and
Rs.52.27 Lacs respectively in the previous year.
11. Directors Responsibility Statement:
As required under Section 217(2AA) of the Companies Act, 1956, it is hereby
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
b) 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 of the profit or loss of the Company for that
c) We have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; and
d) We have prepared the annual accounts on a going concern basis.
12. Code of Corporate Governance:
In terms of clause 49 of the Listing agreement with Stock Exchanges, a
separate report on Corporate Governance along with the auditors` statement
thereon is attached hereto.
13. Management Discussion and Analysis:
The Annual Report also contains a separate section on the Management
Discussion and Analysis, which is a part of the Director`s Report.
14. Industrial relations:
Employee relations were by and large satisfactory. No man days were lost
due to strike, lock out etc.
Your Directors wish to place on record their sincere appreciation for the
assistance and support extended by Customers, Employees, Bank, Governments,
Vendors, Shareholders and others associated with the activities of the
Company and look forward to their continued support.
For and on behalf of the Board of Directors
Place: Kolkata R.K. Dabriwala
Date : 30th May, 2012. Chairman
MANAGEMENT DISCUSSION AND DEVELOPMENT:
1. Industry Structure and Development:
The Company is largely dependent on the performance of its Electrical
Equipments Business and real estate segment which experienced slow down.
The demand for the sectors has been sluggish affecting the overall
performance of the Company. With regard to it`s core manufacturing
activities the export demand situation has not improved considerably,
however the Company is making efforts to improve the revenue and
profitability in near future by adopting measures like technology change,
exploring new markets for its products in overseas, cost cutting measure to
achieve its target.
2. Opportunity & Threats:
Real estate sector is passing through a tough phase due to various factors
not limiting to the global recessionary trend, economic slowdown, increase
in interest cost, non-availability or undue increase in cost of raw
materials coupled with market fluctuations. Elpro is adequately equipped to
face and mitigate any such adverse situations and the Company has not made
any extra leverage at this point and entirely focused on to complete its
existing projects in hand and also exploring opportunity in commercial
lease rental market which is doing fairly well as compared to other segment
of the industry. The Company does not apprehend any serious inherent risk
in the real estate industry in the long run.
3. Segment wise performance:
The Company is continuing it`s efforts to explore new market in export for
its core manufacturing activities. The real estate sales and services has
now become one of the prominent source of revenue and profitability to the
Company and the business from the said segment have advanced considerably
during the year and will continue to increase in the coming years.
4. Risks & Concerns and Outlook:
Company is known to deliver products that meet to the highest benchmarks of
quality The company is committed to maintain the same quality benchmark in
real estate business too.
5. Internal control system & its adequacy:
Company has adequate internal control system for safeguarding assets of the
Company and preventing them from unauthorized use or disposition. However
the management is being regularly guided by the Audit Committee, which
reviews the systems. The Company has been taking steps for further
strengthening of controls.
6. Human resource and Industrial relations:
Employees relations throughout the year was satisfactory.
Statements in this "Management discussion and analysis report" describing
the Company`s projections, estimates, expectations or predictions may
constitute forward looking statements" within the meaning of applicable
laws and regulations. Actual results might differ materially from those
either expressed or implied.
[Under Section 383A of the Companies Act, 1956 & Rule 3 of Companies
(Compliance Certificate) Rules, 2001):
The Members, Company No. : 11-012425
M/s. Elpro International Ltd. Authorized Capital: Rs. 10,0000,000
Nirmal, 17th Floor Paid up Capital : Rs. 4,6116,770
Nariman Point, Mumbai-400021.
We have examined the registers, records, books and papers of M/s. Elpro
International Limited as required to be maintained under the Companies Act,
1956, (`the Act`) and the rules made thereunder and also the provisions
contained in the Memorandum and Articles of Association of the Company for
the financial year ended on 31s1 March, 2012 (`financial year"). In our
opinion and to the best of our information and according to the
examinations carried out by us and explanations furnished to us by the
Company, its officers and agents, we certify that in respect of the
aforesaid financial year;
1. The Company has kept and maintained all registers as staled in Annexure
`A` to this certificate, as per the provisions of the Act and the rules
made thereunder and all entries therein have been duty recorded.
2. The Company has duly filed the forms and returns as stated in Annexure
`B` to. this certificate, with the Registrar of Companies, under the Act
and rules made thereunder. However, no forms or returns were required to be
filed with the Regional Director, Central Government, Company Law Board or
3. The Company has the minimum prescribed paid-up capital and the Company
being a public limited company, restriction on maximum number of members,
subscription for shares and acceptance of deposits is not applicable.
4. The Board of Directors duly met Six times respectively on 9th May, 2011,
30th May 2011, 13th August, 2011,23rd September 2011, 15th November 2011
and 14th February 2012 in respect of which meetings proper notices were
given and the proceedings were properly recorded and signed in the minutes
book maintained for the purpose. No circular resolution was passed during
the financial year.
5. The Company closed its Register of Members and Share Transfer Books from
3th July 2011 to 8m July 2011 and necessary compliance of section 154 of
the Act has been.
6. The Annual General Meeting for the financial year ended on 31st March,
2011 was held on 8m July, 2011 after giving due notice to the members of
the` Company and the resolutions passed thereat were duly recorded in the
Minutes Book maintained for the purpose.
7. No Extra Ordinary General Meeting was held during the financial year
ended 31st March, 2012.
8. The Company has not advanced any loan either to its Directors or persons
or firms or companies referred to in section 295 of the Act.
9. The Company has not entered into any contracts falling within the
purview of Section 297 of the Act.
10. The Company has generally made entries in the Register. maintained
under Section 301 of the Act during the year.
11. As there were no instances falling within the purview of section 314 of
the Act, the Company has not obtained any approvals from the Board of
Directors, members or the Central Government as the case may be.
12. The Company has not issued any duplicate Share Certificates during the
13. The Company:
a. Has delivered all share certificates on lodgment thereof for transfer/
transmission within the time limit in accordance with relevant provisions
of the Act during the financial year.
b. Was not required to deposit any amount in a separate Bank Account as no
dividend was declared during the financial year.
c. Was not required to post warrants for dividend to any member of the
company as no dividend was declared during the financial, year.
d. Was not required to transfer the amounts in unpaid dividend account,
application money due for refund, matured deposits, matured debentures and
the interest accrued thereon which have remained unclaimed or unpaid for a
period of seven years to Investor Education and Protection Fund as there
were no such cases.
e. Has duly complied with the requirements of Section 217 of the Act.
14. The Board of directors of the Company is duly constituted. There was no
appointment of additional Director, alternate Director or Director to fill
casual vacancies during the year.
15. The paid-up capital of the Company being less than Rs. 5.00 crores,
provisions of Section 269 of the Act with regard to appointment of Managing
Director/whole-time Director/Manager are not applicable.
16. The Company has not appointed any sole selling agents during the
17. The Company has not obtained any approvals of the Central Government,
Company Law Board, Registrar and/or such authorities prescribed under the
various provisions of the Act during the financial year.
18. The Directors have disclosed their interest in other firms/Companies to
the Board of Directors pursuant to the provisions of the Act and the rules
19. The Company has not issued any shares, debentures or securities during
the financial year.
20. The Company has not bought back any shares during the financial year.
21. The Company has no preference shares or debentures, and hence the
question of redemption does not arise.
22. There were no transactions necessitating the Company to keep in
abeyance the rights to dividend, rights shares and bonus shares pending
registration of transfer of shares.
23. The Company has not invited/accepted any deposits including any
unsecured loans falling within the purview of section 58A during the
financial year except a loan taken from relative of one of the Director.
24. The amounts borrowed by the company during the financial year are
within the borrowing limits as per the provisions of section 293(1)(d) of
25. The Company has made loans to other body corporate in compliance with
the provisions of the Act. The Company has not made any new investment or
given any guarantee or provided any security to other body corporate during
the financial year. The necessary entries have been made in the register
kept for the purpose.
26. The Company has not altered the provisions of the Memorandum with
respect to the situation of the Company`s Registered Office from one state
to another during the year under scrutiny.
27. The Company has not altered the provisions of the Memorandum with
respect to the objects of the Company during the year under scrutiny. .
28. The Company has not altered the provisions of the Memorandum with
respect to change in the name of the Company during the year under
29. The Company has not altered the provisions of the Memorandum with
respect to share capital of the Company during the year under scrutiny.
30. The Company has not altered its Articles of Association during the
31. No prosecutions were initiated or show cause notices received by the
Company for alleged offenses under the Act. However the additional filing
fees were paid under the necessary circumstances.
32. The Company has not received any money as security from its employees
during the financial year.
33. The Company has deposited, generally in time, both employees` and
employers` contribution to provident fund with the Trust created for the
purpose pursuant to section 418 of the Act.
For Jayshree A. Lalpurla & Co.
Practicing Company Secretaries
(Jayshree A. Lalpuria)
Place: Mumbai Proprietor
Date : 28th May,2012. ACS: 17629CP:7109
Annexure `A` :
Registers/Records as maintained by the Company:
No. Name of Register Section/Rule
Under Companies Act, 1956
1. Return of Allotment of shares Section 75
2. Copy of every instrument
creating charge Section 136
3. Register of Charges Section 143
4. Register of Members and
Index thereto Section 150-151
5. Copies of Annual Return Section 159
6. Minutes Book of meetings
of Board of Directors and
Committee thereof Section 193
7. Minutes Book of General Meetings Section 193
8. Books of Accounts Section 209
9. Register of Contracts in
which Directors are interested. Section 301(1)
10. Register of Companies,
firms in which directors are
interested. Section 301(3)
11. Register giving
particulars of Directors,
Managing Director, Manager
and Secretary. Section 303
12. Register of
Inter-Corporate Loans and
Investments Section 372A
13. Records of Form 24AA Section 299(3)(a)
14. Register of Renewed and
15. Register of Transfer of shares
16. Register pertaining to
Forms and Returns as filed by the Company during the year ended 31st March,
With the Registrar of Companies:
Form/ A B C D E
Form 32 303(2) Change in designation of 08-08-2011 Yes No
Form 32 303 (2) Resignation of Director 14-09-2011 No Yes
Form 66 383A(1) Compliance Certificate
for the year ended
31-03-2011 17-09-2011 No Yes
Form 159 Annual Return for the 04-10-2011 No Yes
20B AGM held on 08-07-2011
Form 8 125 Particulars of
creation of charge 02-11-2011 Yes No
Form 32 303 (2) Resignation of Director 15-12-2011 Yes No
Form 220 Annual Accounts for the 22-02-2012 No Yes
23AC year ended 31-03-2011
A = Filed under Section
B = Particulars
C = Date of filing
D = Whether filed in time Yes/No
E = If delay in filing, additional fees paid Yes/No
With Regional Director : Not Applicable
With Central Government
or other authorities : Not Applicable
For Jayshree A. Lalpuria & Co.
Practicing Company Secretaries
(Jayshree A. Lalpuria)
ACS: 17629 CP: 7109
Date : 28th May, 2012.