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SRM Energy Ltd.

BSE: 523222 Sector: Others
NSE: N.A. ISIN Code: INE173J01018
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SRM Energy Ltd. (SRMENER) - Director Report

Company director report

To

The Members of SRM ENERGY LIMITED

Your directors are submitting the 30th Annual Report of the Company togetherwith the Audited Financial Statement for the year ended 31st March 2017.

1. Financial Results

The Company's financial performance (standalone & consolidated) for the year underreview along with previous year's figures is given here under:

Standalone

Consolidated

Particulars 2016-17 2015-16 2016-17 2015-16
Revenue from Operations - - - -
Other Income 0.29 0.00 0.29 0.00
Total Revenue 0.29 0.00 0.29 0.00
Operational Expenses - - - -
Employee Benefit Expenses 1.88 2.79 1.88 2.79
Interest and Finance Charges - - - -
Depreciation and Amortizations - - - -
Other Expenses 2.50 2.73 2.50 2.73
Total Expenses 4.38 5.52 4.38 5.52
Profit/(Loss) before exceptional items (4.09) (5.52) (4.09) (5.52)
Exceptional Items - - - -
Profit/(Loss) for the year (4.09) (5.52) (4.09) (5.52)

2. Dividend

There is no profit arising out of the business activities hence no dividend isrecommended for the financial year 2016-17.

3. Reserves

There is no surplus available to be carried forward to reserve.

4. Results of Business Operations and the State of Company's Affairs

You are aware that your Company intends to set up Thermal Power Projects at variouslocations of the state of Tamilnadu. The project at Tamilnadu is consisting of 3X660 MWi.e. 1980 MW capacity which is being set up by the SRM Energy Tamilnadu Pvt. Ltd. theWholly Owned Subsidiary of the Company. Your Company has no other operations at presentand the related expenses incurred during the current period are considered aspre-operative expenses pending allocation to the power project.

We had also reported in the previous report that the Group's networth has beensignificantly reduced and it has been incurring cash losses the promoters have infusedfunds by way of unsecured loan and are committed to provide necessary funding to meet theliabilities and future running expenses of the Group however all the effort of thesubsidiary Company to find the investors for the project could not be successful due tovarious reasons and prevailing situations of the Company.

Your Board of Directors on March 09 2015 had decided to sell/dispose off the Powerplant/ Project in the wholly owned subsidiary subject to necessary approvals from theshareholders and other statutory authorities if any which could also not materialize. Inview of the commitments of your promoters to infuse funds into the Company and to providenecessary funding the accounts have been prepared on going concern basis.

The power plant in the wholly owned subsidiary which is intended to be sold /disposedoff as explained above is in Pre-operative stage and no expenses have been charged toStatement of Profit and Loss. Accordingly the loss for the year does not include any lossrelating to ordinary activities attributable to discontinuing operations.

Demand of loan to be repaid by SRM Energy Tamilnadu Pvt. Ltd.

(the wholly owned subsidiary)

This is to further apprise that Mr. Gagan Rastogi has been infusing unsecured loan toSRM Energy Tamilnadu Pvt. Ltd. the wholly owned subsidiary of the Company. Since 2014 Mr.Rastogi has been demanding his loan to be repaid. Previously upon his demand a requestwas made to him that he should allow us time to be in a position where the repayment ofhis loan could be positively considered.

However recently the subsidiary has settled the Loan of Mr. Gagan Rastogi to theextent of Rs. 9.257 Crores by way of assigning the amount as receivable from KrishnaEnterprises in his favour through an MOU and assignment agreement on an as is where isbasis. After such settlement an amount of Rs. 394326000/- is was due to him till 23rdMay 2017. The total amount due till date (14th August 2017) is Rs.402226000/- Mr. Gagan Rastogi has demanded for the balance amount to be repaid. Thismatter was discussed in detailed in your Board in the light of the fact that Mr. Rastogiin the past had demanded his money but the same could not be repaid due to the badfinancial position of the Company. However the subsidiary Company as a measure to run theproject decided to find investors to procure requisite investments into the Company forthe establishment of project. The subsidiary Company had also taken the services of twoCatagory-1 Merchant Bankers for finding investors. The Merchant Bankers after their duediligence and detailed deliberations had shown their inability to find any investorsmajorly on the following grounds:

• That the present investment made by the Promoter was low.

• The current Industrial scenario Govt. policies Company's current status ofapprovals status for the land acquisitions and its financial health etc. were notfavorable.

The sincere efforts of the Board of the subsidiary Company to arrange funds for itsproject implementation and operation could not materialize due to stringent / adverseconditions. The aforesaid facts were duly intimated to Mr. Rastogi at the time. Presentlythe situation is such that the Company (including its subsidiary) is completely dependenton the financial assistance made by Mr. Gagan Rastogi as no operation of the Company couldstart till date and the investors for the project could not be found as the situation ofthe Company is similar as to the earlier date.

Your Board after taking into consideration the aforesaid facts and also afterconsidering the present situation financial position and project implementation statusetc. of the Company discussed and deliberated all the possible ways / options to dealwith the prevailing situation the board also noted that at present the Subsidiary Companyhas no inflow of funds other than the financial assistance of Mr. Gagan Rastogi and Mr.Rastogi has intimated that he is not in a position to continue with further assistance.

The Board in present scenarios find it suitable for the Company to explore whether anyof the assets of the Company including subsidiary Company could be offered to him towardsthe settlement of his loan extended to the Company. The Board after such discussionconsented to make an offer to Mr. Rastogi as a settlement of his loan and further proposeto revalue the Assets/Land of the Company/subsidiary Company to determine the presentvalue of the same which could be offered to him for settlement.

The board further appointed two Independent local Registered valuers to determine thefair market value of the land of the Companywho have assigned a value of Rs. 9.50 croresand 9.75 crores respectively towards the assets. Based on the aforesaid valuation anoffer was given to Mr. Rastogi towards settlement of his loan as such. However it hasbeen made clear to him that the said offer will be subject to the approval of theshareholders of our Company i.e. SRM Energy Limited.

Mr. Rastogi has not yet communicated his decision on the offer once he communicateshis decision the Company will act accordingly i.e. shall move suitable resolutions tothe shareholders for their due approval.

5. Change in Nature of Business

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

6. Registered Office of the Company

As intimated in the previous year's report that the registered office of the Companyhas been shifted from state of Maharashtra to the Delhi your Company in this respect hasreceived a certificate of registration dated 15/07/2016 as issued by Registrar ofCompanies Delhi & Haryana certifying that the order of Regional Director confirmingsuch shifting of Registered office has been duly registered. The master data of theCompany at the website of Ministry of Corporate Affairshas been updated. The NewRegistered office of the Company w.e.f. 06/06/2016 (i.e date of issuance of the order ofRegional Director in this respect) is "Unit No. 206 2nd Floor Suneja Tower-2District Centre Janakpuri New Delhi-110058".

7. Change of Registrar and Share Transfer Agent (RTA) of the Company

Since the Registered office of the Company has been shifted from Mumbai the state ofMaharashtra to New Delhi the NCT of Delhi your Directors considered changing the RTA ofthe Company by appointing a local RTA based in Delhi. Accordingly the MCS Share TransferAgent Limited was duly identified to be an RTA of the Company and all the formalities inthis respect was completed by entering into a contract and appointing them as RTA of theCompany w.e.f. 01st April 2017. Also to note that the previous RTA M/sDatamatics Financial Services Limited Mumbai had provided their services as such till 31stMarch 2017.

8. Material changes and commitment if any affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementrelates and the date of the report

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year i.e. 201617 till the date of this reporti.e. 14.08.2017.

9. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The Company has adequately adopted the procedures criteria and mechanism to ensure theproper internal control suitable policies and guidelines as required under variousprovisions of the Companies Act 2013 and the Listing Agreement are in place. Thefollowing policies adopted by the Company which focuses on comprehensive managementcontrol and compliance with different rules and regulations as prescribed under variouslaws applicable to the Companies.

a. Vigil Mechanism Policies/Whistle Blower Policies

b. Risk Management Policy

The said policies ensures reduction of possible threats of fraud the orderly andefficient conduct of the business of the Company. These policies and guidelines areadequately monitored by the designated Committees of the Board.

The Company prepare the financial information/ Reporting as per the requisiterequirements of the Companies Act 2013 and the Listing Regulations and place it to theAudit Committee and Board for the approval once approved the said financial results aresubmitted to the stock exchange and also placed on the website of the Company. TheInternal Auditors are empowered with the facility to directly report to the AuditCommittee of the Board of Directors of the Company.

10. Extract of Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureI and is forming part of this Annual Report.

11. Subsidiaries Joint Ventures and Associate Companies

During the FY under review your Company has one wholly owned Subsidiary Company (WOS)viz. SRM Energy Tamilnadu Private Limited and it does not have any Joint Ventures andAssociate Companies. The company regularly keeps a track on operational opportunities ofits WOS Company. However the members are requested to note that the WOS Company does nothave any operations at present.

Material Subsidiary

In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the compliance with the corporate governance provisions as specified inregulation 24 i.e. with respect to subsidiary of listed entity does not apply to theCompany during the period under review. However as practice of good governance the Boardof Directors has approved a policy on Material Subsidiary which can be viewed on theCompany's website at the link:

http://www.srmenergy.in/Data/Documents/

SRM%20Energy%20-%20OD%20-%20

Policy%20for%20Determining%20Material%20

Subsidiary.pdf

12. Performance and financial position of each of the Subsidiaries Associates andJoint Venture Companies included in the Consolidated Financial Statement.

A statement containing salient features of financial statements of Subsidiary formspart of the financial statement for the year ended on 31st March 2017 formingpart of this Annual Report hence the same is not provided here for the sake of brevity.Further a statement in the prescribed format AOC-1 is appended as Annexure 2 tothe Boards' Report. The annual accounts of the Subsidiary Company and any otherinformation related to that shall be provided to any member of the Company who may beinterested in obtaining the same. It shall also be kept open for inspection at theregistered office of the holding Company and subsidiary company concerned. TheConsolidated financial statement provided by the Company also includes the financialstatement of its Subsidiary which is further being proposed for the approval of theshareholders.

Also your Board has explained in the item No.-4 of this report about the recentdevelopments w.r.t the subsidiary Company. The demand of the repayment of loan against thesubsidiary and related proposal to be offered by it to the lender it has been dulyexplained above and not repeated here for the sake of brevity.

13. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

14. Statutory Auditors & Auditor's Report

M/s VATSS & Associates Chartered Accountants (ICAI Firm Registration No.-017573N) who are the statutory auditors of your Company hold office up to the conclusionof the AGM to be held in the year 2020 subject to ratification of their appointment atevery subsequent AGM. They have audited the financial statements of the Company for theperiod under review. The Auditors has not submitted any adverse remark qualification orreservation in their report for the period under review. However an Emphasis on Matter isbeing made w.r.t. Going Concern status of the Company. The Auditors' Report forms part ofthis Annual Report. Further in terms of Section 143 (12) of the Companies Act 2013 nofrauds has been reported by the Auditors to the Audit Committee. The Board haverecommended appointment of M/s VATSS & Associates Chartered Accountants as statutoryauditor of the Company for the FY 2017-18. The Members are requested to ratify theirappointment as Auditors.

15. Internal Auditor & their Report

Your Company has also in place a proper system of internal audit that is adequate inrespect to the size and operations of the Company. M/s Amar Jeet Singh & AssociatesChartered accountants had been appointed as the Internal Auditor of the Company for thefinancial year 2016-17. They had adequately conducted the Quarterly internal auditexercise within the terms of regulatory requirements. During the Audit Process nomaterial discrepancies was reported by him. The Internal Auditors may directly report tothe Audit Committee of the Board of Directors of the Company.

16. Secretarial Auditor & Secretarial Audit Report

In terms of the provisions of Section 204 of the Companies Act 2013 and rules madethere under Mr. Kumar Bhavesh Kishore Proprietor (CP No. 11598) M/s KBK & COCompany Secretaries Delhi was appointed as the Secretarial Auditor of the Company duringthe Financial Year 2016-17.

A Secretarial Audit Report in Form No. MR-3 for the financial year 2016-17 given by theSecretarial Auditors of the Company is annexed as Annexure 3 with this report.

17. Disclosure about Cost Audit

The provision of maintenance of cost audit records and filing the same is notapplicable to the Company.

18. Shares Capital

During the period under review the capital structure of the Company remain unchangedi.e. the Companyhas not issued any equity share with differential rights Sweat EquityShares has not bought back any of its securities has not provided any Stock OptionScheme to the employees during the period under review.

19. Conservation of energy technology absorption foreign exchange earnings and outgo

Your company has not initiated its operation till date hence members are requested toconsider the details as mentioned herein below;

(A) CONSERVATION OF ENERGY
The steps taken or impact on conservation of energy NA
The steps taken by the company for utilizing alternate sources of Energy NA
The capital investment on energy conservation equipments NA
(B) TECHNOLOGY ABSORPTION
The efforts made towards technology absorption NA
The benefits derived like product improvement cost reduction product development or import substitution NA
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) NA
The expenditure incurred on research and development NA

Details of Foreign currency transactions are as follows:

a. The company has not earned any income in Foreign Currency during the year.

b. The company has not incurred any expenditure in Foreign Currency.

20. Details of policy developed and implemented by the company on its Corporate SocialResponsibility initiatives

Your Company has not developed and implemented any policy on Corporate SocialResponsibility initiatives as the provisions of section 135 of Companies Act 2013 are notapplicable to the Company during the period under review.

21. Directors and Key Managerial Personnel

A) Changes in Directors and Key Managerial Personnel (KMP):

During the year under review no changes occurred in the composition of Board ofDirectors of the Company. However following changes occurred with respect to the KeyManagerial Personnel of the Company during FY 2016-17;

Name Designation Appointment/ Resignation Date Of Event
1 Mr. Kailash Chandra Gupta CFO Resigned October 05 2016
2 Ms. Kanika Arora CS& Compliance officer Resigned December 23 2016
3 Mr. Achyut Ganapati Pai CFO Appointment February 09 2017
4 Ms. Ruchi Singh CS & Compliance officer Appointment February 09 2017

Cessation of Director/KMP:

• During the year under review Mr. Kailash

Chandra Gupta had resigned from his office of the Chief Financial Officer (CFO) fromthe close of the working hours on October 05 2016.

• Later Ms. Kanika Arora had resigned from her office of the Company Secretaryfrom the close of the working hours on December 23 2016.

Appointment of New Directors/KMP:

Pursuant to the requirements of Section 203 read with rule 8 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the office of CFO andCompany Secretary was vacant till February 08 2017. Considering the aforesaidrequirements the Board consented to appoint Mr. Achyut Ganapati Pai as the new CFO of theCompany and Ms. Ruchi Singh as Company Secretary of the Company w.e.f. February 09 2017.

Further Mr. Achyut Ganapati Pai CFO of the Company has submitted his resignation videhis letter 31 stJuly 2017 wherein he has requested to be relieved from his post of CFOw.e.f 15thSeptember 2017. The Board of Directors have considered and approved theaforesaid matter in their meeting held on 14th August 2017.

Reappointment of Directors:

In terms of applicable provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Vishal Rastogi Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre-appointment Brief resume and other details of Mr. Vishal Rastogi who is proposed tobe re-appointed as Director of your company has been included in the Explanatory Statementto the Notice of the ensuing Annual General Meeting.

B) Declaration of Independent Directors

In terms of Section 149(6) of the Companies Act 2013 and Regulation 16 (1) (b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015all IndependentDirectors have submitted declarations that they meet the criteria of Independence asprescribed therein. The Board have considered the aforementioned submissions andstipulated that the Independent Directors fulfills the conditions specified under theCompanies Act 2013 along with rules made thereunder and the Listing Regulations.

C) Details of training imparted to Independent Directors

The Compliances under Relevant Regulation 25 (7) read with Regulation 15 of ListingRegulations are not applicable to the Company and hence Company has exempted herself fromthe compliance of the requirements of the regulation however every new IndependentDirector inducted on the Board attends an orientation program in which he/she isfamiliarized with the strategy operations and Status of the Company. They are furtherbriefed with history of the Company and also handed over a Copy of the bunch of Company'sAnnual reports its Memorandum and Articles of Association various policies and the Codeof Conduct of the Company.

Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment outlining his/her role functions and duties/responsibilitiesas a Director. The Format of the letter of appointment is provided on our website a weblink thereto is given below: http://srmenergy.in/Data/Documents/SRM%20Energy%20-%20OD%20-%20Appointment%20 of%20ID.pdf

D) Formal Annual Evaluation

The Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 states that a formal annual evaluation needs to be made by the Board ofits own performance its committees Chairman and individual Directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shallbe done by the entire Board of Directors excluding the Director being evaluated.

The Independent Directors of the Company meet at least once in every financial yearwithout the presence of Executive Directors or management personnel. All IndependentDirectors strive to be present at such meetings.

During the year under review the Independent Directors held one separate meeting on09th February 2017 to evaluate the performance of Mr. Vishal Rastogi the ManagingDirector of the Company Ms. Tanu Agarwal and the Board as a whole and also to assess theQuality Quantity and timeliness of the flow of Information between the Company Managementand the Board. All the independent Directors had attended the meeting. The Board ofDirectors in their meeting held on May 26 2017 evaluated the performance of all theIndependent Directors based on set questionnaires circulated to the Board. The result ofaforesaid evaluations were noted by the Nomination and Remuneration Committee in theirmeeting held on May 26 2017. The performance of executive Directors and IndependentDirectors was found satisfactory taking into consideration of the existing circumstancein which the Company is operating.

22. Number of meetings of the Board of Directors

The Board of Directors met 5 times during the year the details of which are given inCorporate Governance report forming part of this annual report. The intervening gapbetween any two meetings was within prescribed time limit under Companies Act 2013.

23. Audit Committee

The Composition of Audit Committee is in line with the provision of Section 177 of theCompanies Act 2013 and Regulation 18 of Listing Regulations. During the Financial year2016-17 the Audit Committee comprised of Mr. Sameer Rajpal Chairman of the committeewith other members Mr. Vishal Rastogi and Mr. Vijay Kumar Sharma.

A detailed description about the audit Committee is given in the Corporate GovernanceReport forming part of the Director's Report.

Further all recommendations made by Audit Committee during the year were accepted bythe Board.

24. Details of Establishment of Vigil Mechanism for Directors and Employees

The Company has in place a Vigil Mechanism/ Whistle Blower Policy framed as per therequirements of Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Vigil Mechanismhas also been displayed on Company's website athttp://www.srmenergy.in/Data/Documents/SRM%20 Energy%20-%20OD%20-%20Whistle%20Blower. pdf

25. Nomination and Remuneration Committee

In terms of Compliance of Section 178 of the Companies Act 2013 and Regulation 19 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas a duly constituted Nomination and Remuneration Committee. The detailed descriptionabout theCommittee is given in the Corporate Governance Report forming part of theDirector's Report.

The Policy formulated by the Board relating to the remuneration for the Directors KeyManagerial Personnels and other employees and also the criteria for determining theQualification positive attributes and independence of directors is annexed in this reportas Annexure 4.

26. Particulars of loans given investments made guarantees given and securitiesprovided The Company has neither granted any Loans extended any Guarantees nor madeInvestments during the Financial year 2016-17 pursuant the provisions of Section 186 ofCompanies Act 2013.

27. Particulars of contracts or arrangements made with related parties

The Company has not made any new contracts with related parties pursuant to Section 188of Companies Act 2013 except as reported below. Your Company has been obtaining loan fromSpice Energy Pvt. Ltd. a related party as per Section 2 (76) of the Companies Act 2013to meet its day to day financial needs and also to meet the statutory dues necessarycompliances and the legal expenses. Such arrangements of obtaining loan from related partyfalls into the category of material related party transaction as per Regulation 23 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. However Regulation15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 providesthat the provisions of Regulation 23 dealing with Related Party Transactions are notapplicable on a Company having paid up share capital not exceeding Rs. 10 crores andnetworth not exceeding Rs. 25 crores as on the last day of the previous financial year.Therefore the aforesaid compliances under the said provision not falling under the abovethresholds the Company is exempt from the requirements of this regulation.

As a matter of practice the Company puts forward the details of all related partytransactions on quarterly basis before the audit Committee of the Company for their notingand record. The Company has formulated a policy on materiality of related partytransactions and also on dealing with Related Party Transactions which can be downloadedfrom the link mentioned below: http://srmenergy.in/Data/Documents/SRM%20Energy%20-%20OD%20-%20Policy%20on%20 Dealing%20with%20Related%20Party%20 Transactions.pdf

28. Managerial Remuneration

Disclosure pursuant to Section 197(12) of Companies Act 2013 and Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided below:

i) The Ratio of the remuneration of each Director to the Median remuneration of theemployees of the Company for the year 2016-17:

None of the Director of the Company has drawn any remuneration in any form during theyear. Hence no such ratio could be calculated.

ii) The percentage increase in remuneration of each Director CFO CEO CS or Managerin the financial year:

None of the Director of the Company has drawn any remuneration in any manner whatsoeverfrom the Company during the year and hence there was no such increase in the remunerationof any of the Director during the financial year 2016-17. No increment in the remunerationof Company Secretary and Chief and Financial Officer of the Company has taken place duringthe year of reporting except the remuneration of the exCompany Secretary who resignedduring the period of reporting.

iii) The percentage increase in the median remuneration of employees in the financialyear: The median remuneration of employees were increased by 14.68% in the financial year.

iv) The number of permanent employees on the rolls of Company:

During the year 2016-17 there were 6 employees on the rolls of the Company. CS RuchiSingh was appointed in the place of outgoing CS of the Company in the mid of the yearsimilarly Mr. Achyut Ganapati Pai was appointed as CFO of the Company during the year inthe place of outgoing cFo. As on 31st March 2017 only 4 employees werecontinuing on the rolls of the Company.

v) Average percentile increase already made in the salaries of employees other thanmanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

There were total 4 employees in the Company as at the end of the financial year twoout of them are Company Secretary and Chief Financial Officer the salary of the CompanySecretary was increased by 14.68% during the year however the salary of otheremployeeswas not increased as they are inducted into the Company in the year of reporting.

vi) The Remuneration is as per the remuneration policy of the Company.

vii) The names of Top 10 employees during the year in terms of remuneration are:

S. No. Name of employee Designation
1 Mr. Achyut Ganapati Pai Chief Financial Officer
2 Ms. Kanika Arora* Company Secretary
3 Ms. Ruchi Singh* Company Secretary

*Ms. Kanika Arora had resigned and relieved from the post of the Company Secretary ofthe Company from the end of working hours on 23rdDecember 2017 and in theplace of her Ms. Ruchi Singh was appointed w.e.f 09th February 2017.

viii) There were no employees in the Company during the year who were in receipt ofremuneration in excess of Rs. 10200000/- per annum or Rs. 850000/- per month.

Managing Director of the Company had not received any remuneration from its Subsidiary.

29. Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the auditors and the practicing company secretary in their reports

The Auditors and the practicing company secretary has not submitted any adverse remarkqualification or reservation in their report for the period under review.

30. Risk Management Policy

The Company has formulated its Risk Management Policy in accordance with the legalrequirements which majorly includes procedure and criteria for Identification andmitigation of risk. Also it enumerates comprehensive system for risk management. AuditCommittee of the Board of Directors are entrusted with the responsibility to manageCompany's risk in the best possible manner.

The Company had also constituted a Risk Management Committee which was later ondissolved by the Company w.e.f. 14.11.2015 in terms of the Regulation 21 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. However it was ensured thatthe Risk Management System/policy of the Company would now to be looked after by the AuditCommittee of the Company.

Further voluntarily the Board of Directors has approved a Risk Management Policy whichis available on Company's website with below link:(http://www.srmenergy.in/Data/Documents/ SRM%20Energy%20-%20OD%20-%20Risk%20Management.pdf).

31. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 21(1) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with the stockExchange forms part of this Report.

32. Corporate Governance Report

Your Company believes in good Corporate Governance with a view to perform variousmandatory and /or non-mandatory compliances as prescribed under various laws andregulations which are applicable to the Company for the time being in force. A detailedreport on corporate governance has been provided in a separate section which forms part ofthis Annual Report. A certificate from Practicing Company Secretary confirming compliancewith corporate governance Norms as stipulated in Regulation 34(3) read with Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is includedin this Annual Report forming part of the Corporate Governance Report.

33. Listing of Securities

The Securities of your Company are currently listed with Bombay Stock Exchange (BSE)with ISIN- INE 173J01018 and scrip code 523222. The Company has paid listing fee to theBombay Stock Exchange for the financial year 2016-17. All compliances with respect to thelisting agreement is being made in regular course.

34. Directors' Responsibility Statement

Your Directors make the following statement/ confirmations in terms of the provisionsof Section 134(5) of the Companies Act 2013 that -

(a) in the preparation of the annual accounts for the financial year ended on 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures;

(b) the appropriate accounting policies have been selected and applied consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year 2016-17 andof the profit and loss of the company for that period;

c) the proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) the annual accounts for the financial year ended on 31st March 2017have been prepared on a going concern basis; and

(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

35. Transfer of unclaimed dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid in previous years.

36. Acknowledgements

The Directors wish to place on record their appreciation for the co-operation andsupport received from the Government Bankers and the investors/stakeholders for theirsupport to the Company. The Directors also acknowledge the hard work dedication andcommitment of the employees who have been standing by the Company and giving theirtireless support in the adverse circumstances.

For and on behalf of the Board of Directors

(Vishal Rastogi) (Sameer Rajpal)
Managing Director Director
DIN: 02780975 DIN:05184612
Place: New Delhi
Date:August 142017