To the Members
Your Directors are pleased to present the Nineteenth Annual Report and the AuditedAccounts of the Company for the year ended on 31st March 2014 along with the ManagementDiscussion and Analysis Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.
The operating results of the Company for the period under review are as follows:
(Amount in Rs.)
|Particulars ||The year ended on ||The year ended on |
| ||31/03/2014 ||31/03/2013 |
|Profit/Loss before depreciation tax & prior period ||(515556950) ||(631260756) |
|Less : Depreciation ||1298810 ||1538177 |
|Profit/Loss before tax ||(516855760) ||(632798933) |
|Less : provision for tax ||- ||- |
|Less : Fringe benefit tax ||- ||- |
|Less : Deferred Tax ||- ||- |
|Profit/Loss after tax ||(516855760) ||(632798933) |
|Less: Prior Period / Pre Op ||- ||144754 |
|Adjusted Profit / Loss ||(516855760) ||(632943687) |
|Add:P&L Brought forward ||(1786683827) ||(1153740139) |
|Balance carried to B/s ||(2303539587) ||(1786683826) |
Directors do not recommend any dividend.
THE YEAR IN RETROSPECT
There has been no business activity during the year except follow-up work that was donefor restart of construction activities of the 10 X 40 MW Maheshwar Hydro Power Project.
Due to differences in opinion between the Company and the Lenders on the strategy to befollowed for raising the balance funds required for commissioning of the Hydro Projectsintervention of the Government at the Centre has been sought.
BUSINESS OUTLOOK & PLANS
The Company is making efforts to ensure that during the current year the MaheshwarProject becomes operational with ready 3 turbines.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The Company has 3 Subsidiaries as on March 31 2014 namely
a. Shree Maheshwar Hydel Power Corporation Limited (SMHPCL)
b. Ennertech Biofuels Limited (EBL)
c. Rajasthan Solar Power Company Private Limited (RSPCPL).
There has been no material change in the nature of the business of the subsidiaries. Astatement containing brief financial details of the subsidiaries is included in the AnnualReport.
As required under the Listing Agreements entered into with the Stock Exchanges aconsolidated financial statement of the Company and its subsidiaries is attached. Theconsolidated financial statements have been prepared in accordance with the relevantaccounting standards as prescribed under Section 211(3C) of the Act. These financialstatements disclose the assets liabilities income expenses and other details of theCompany and its subsidiaries.
In accordance with the General Circular issued by the Ministry of Corporate AffairsGovernment of India the Balance Sheet Statement of Profit and Loss and other documentsof the subsidiary companies are not being attached with the Balance Sheet of the Company.However the financial information of the subsidiary companies disclosed in the AnnualReport in compliance with the said circular. The Company will provide a copy of separateannual accounts in respect of each of its subsidiary to any shareholder of the Company whoasks for it and the said annual accounts will also be kept open for inspection at theRegistered Office of the Company.
DEMATERIALISATION OF SHARES
The trading in equity shares of the company is permitted only in dematerialised form. Atotal of 96.53% shares are held in dematerialised form with NSDL and CDSL as on 31stMarch 2014.
In terms of the Articles of Association of the Company Mr. Mukul S. KasliwalDirector retires by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for re-appointment.
According to New Companies Act 2013 the Company is appointing Mr. Prabhakar Nene Mr.Ajit Kapadia Mr. Hiten Khatau and Mr. Jagdish Capoor Independent Directors for theperiod of five years. The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and underClause 49 of the Listing Agreement with the Stock Exchanges.
Mr. Pinaki Mukherjee has been appointed as Manager w.e.f. 21st August 2014.
In accordance with Section 177 of the Companies Act 2013 and Clause 49 of the ListingAgreement the Company has constituted the Audit committee which currently consists of Mr.Jagdish Capoor (Chairman of Audit Committee) Mr. P. L. Nene Mr. Ajit Kapadia andMr. Alok Sinha (Members).
M/s Shyam Malpani & Associates Chartered Accountants Statutory Auditor of theCompany hold office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment.
The Company has received letter from M/s Shyam Malpani & Associates to the effectthat their re-appointment if made would be within the prescribed limits under Section141(3)(g) of the Companies Act 2013 and that they are not disqualified forre-appointment.
The Notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any comments.
The Company has not accepted any Deposits and such no amount on account of principalor interest on public deposits was outstanding as on the date of balance sheet.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices.
The Report on corporate governance as stipulated under Clause 49 of the ListingAgreement forms part of the Annual Report. The requisite certificate from the Auditors ofthe Company confirming compliance with the conditions of corporate governance asstipulated under the aforesaid Clause 49 is attached to the Report on CorporateGovernance.
PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act 1956 read with Companies(Particulars of Employees) Rules 1975 as amended the Company has no employees who werein receipt of the remuneration of Rs.6000000/- or more per annum during the year ended31st March 2014 or Rs.500000/- or more per month during any part of the said year.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 with respect to DirectorsResponsibility Statement it is hereby confirmed that:
i) In the preparation of the Annual Accounts for the Financial Year ended 31st March2014 the applicable accounting standards read with requirement set out under Schedule VIto the Companies Act 1956 have been followed and there are no material departures fromthe same.
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give true andfair view of the State of Affairs of the Company at the end of the financial year 31stMarch 2014 and of the profit/loss of the Company for that period.
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing / detecting fraud and other irregularities
iv) The Directors have prepared the annual accounts of the Company on a goingconcern basis; and
v) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively
vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Company has appointed M/s Roy Jacob & Co. Practicing Company Secretary toconduct Reconciliation of Share Capital Audit of the Company. The Audit is carried outevery quarter and the report thereon is placed before the Board of Directors &thereafter is submitted to Stock Exchange.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Being a Renewable Energy Company your Company is committed to energy conservation atevery stage of its operations. To keep pace with the technology revolution your Companyis taking necessary steps in utilising modern and advanced technology.
FOREIGN EXCHANGE EARNINGS AND OUTGO
|Earnings ||: NIL |
|Outgo ||: NIL |
The Board of Directors would like to thank the Customers Vendors FinancialInstitutions Bankers Government Authorities Advisors and Members for their continuedsupport. The Board of Directors also appreciates the contribution made by the employees atall levels for their hard work dedication co-operation and support for the growth of theCompany.
The Board of Directors would also like to thank all stakeholders for the continuedconfidence and trust by them with the Company.
| ||On behalf of the Board of Directors |
| ||Sd/- |
| ||Mukul Kasliwal |
| ||Chairman |
|Place: Mumbai || |
|Date : 22nd November 2014 || |