You are here » Home » Companies » Company Overview » Surya Chakra Power Corporation Ltd

Surya Chakra Power Corporation Ltd.

BSE: 532874 Sector: Infrastructure
NSE: N.A. ISIN Code: INE274I01016
BSE LIVE 13:48 | 22 Nov 0.76 0.01
(1.33%)
OPEN

0.76

HIGH

0.76

LOW

0.76

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 0.76
PREVIOUS CLOSE 0.75
VOLUME 24577
52-Week high 2.99
52-Week low 0.49
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.76
Buy Qty 245239.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.76
CLOSE 0.75
VOLUME 24577
52-Week high 2.99
52-Week low 0.49
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.76
Buy Qty 245239.00
Sell Price 0.00
Sell Qty 0.00

Surya Chakra Power Corporation Ltd. (SURYACHAKPOW) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 21st Annual Report of the Companytogether with the Audited Accounts for the year ended March 31 2016.

FINANCIAL PERFORMANCE:

(Rs In Millions )
Particulars Year ended 31.03.2016 (12 months) Year ended 31.03.2015 (12 months)
Income from sale of power 1069.66 1424.03
Other Income - 0.47
1069.66 1424.50
Profit before interest and depreciation 45.16 83.94
Interest and Finance Charges 25.31 31.22
Depreciation 31.94 50.97
Profit after interest and depreciation but before exceptional Items (12.10) 1.75
Exceptional Items (Net) 86.20 912.37
Profit/(loss) before Tax (98.30) (910.62)
Current Tax - -
Mat Credit entitlement - -
Profit/(loss) after Tax (98.30) (910.62)

REVIEW OF OPERATIONS:

The Board observed that the Company achieved a turnover of Rs.1069.66 million for 12months (Standalone) as against the previous year’s turnover of Rs.1424.03 million(standalone) and there is a decrease in turnover by Rs.354.37 millions which is adecrease by 24.89% over last year. The net loss for the year 2015-16 is Rs.98.30 millionas against the net loss for the previous year 2014-15 of Rs.910.62 million which is due tothe reason of shut down of one of the gen sets at the Power Plant and also the productionof power which was hampered due to the frequent shutting down of another engine forcarrying out overhaul in phases.

DIVIDEND:

Your Directors are unable to recommend any dividend on the Equity Capital of theCompany due to continuous losses.

DIRECTORS:

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. K. Vijay Kumar Executive Director Mrs. M. MangatayaruDirector will retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself/herself for re-appointment as Directors of the Company. During the year Dr.R.S. Murthy Mr B.P. Vijaya Rao and Mr. V. Subramanyam have been appointed as AdditionalDirectors on 13th November 2015 and a notice has been received from members forregularization of their appointment as independent directors and the same are included asitem Nos. 6 7 and 8 of the notice. Similarly Mr. K. Vijay Kumar is getting re-appointedas Executive Director for a term of 3 years as indicated under item No. 5 of the notice.

Further details about the above directors are given in the Corporate Governance Reportas well as in the Notice of the ensuing Annual General Meeting being sent to theshareholders along with the Annual Report.

During the year Mr. V.S. Murthy Director resigned from the Board with effect from 13thNovember 2015.

Evaluation of the Board’s Performance

In compliance with the Companies Act 2013 and pursuant to LODR regulations theperformance evaluation of the Board and of its Committees was carried out during the yearunder review. More details on the same are given in the Corporate Governance Report.

Familiarization Program for Independent Directors

The Company has formulated a familiarization program for the Independent Directors toprovide insights into the Company to enable the Independent Directors to understand itsbusiness in depth and contribute significantly to the Company. The details of such programare available in the Company’s website www.suryachakra.in

Statement of declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed both under Section 149(6) of theCompanies Act 2013 SEBI LODR Regulations.

Nomination & Remuneration Policy

The company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination & Remuneration Committee and theBoard. More details on the same are given in the Corporate Governance Report.

Report on the performance and financial position of each of the subsidiaries has beenprovided in Form AOC-1 at Annexure - 6.

Petition with APTEL against the order of Joint Electricity Regulatory Commission(JERC):

The Appellate Tribunal for Electricity (APTEL) New Delhi has delivered their judgmenton 28.11.2014 on the appeals filed by A&N Administration against the order dated03.07.2013 of the JERC directing JERC to finalise the completed capital cost issuingcertain directives

Meanwhile the A&N Administration filed a Civil Appeal No.1652 of 2015 inHon’ble Supreme Court of India on 09.02.2015 for quashing the order dated 28.11.2014of APTEL and staying further proceedings at JERC in finalizing the completed cost.However Hon’ble Supreme Court admitted the appeal but not stayed any proceedings atJERC.

Accordingly JERC in turn as per the directives of APTEL has finalized the completedproject cost in its order dated 29.04.2015 fixing the completed project cost at Rs.77.64Cr and your company consequently submitted a supplementary invoice for the arrears towardsdifferential in quantum of project cost at Rs.141.51 Crore for the period April 2003 to upto March 2015.

An Complaint Petition was filed before JERC New Delhi by your Company and the same wasposted now posted for 14th September 2015 for adjudication.

The Supreme Court after arguments from both the sides on the CA No.3764 of 2016 and CANo.1652 of 2015 filed by A&N Administration along with CA No.5958 of 2015 filed byCompany in its order dated 10.05.2016 directed the A&N Admin to deposit an amount ofRs.15.00 Crores with in a period of 10 weeks from that date. Accordingly the A&NAdmin has deposited Rs.15.00 Crores on 15.07.2016. The Company has since filed withdrawalapplication in Supreme Court on 21.07.2016 for granting permission to with draw the amountdeposited by the A&N Admin. The hearing date is awaited.

MAINTENANCE OF THE POWER PLANT:

Your Company has made arrangements for supply of the required spares and services foroverhauling of balance three engines along with certain spares required for regularmaintenance of all the engines through a firm and it is expected the overhaul of all theengines will be completed by December 2016. On completion of the overhauling of all theengines the monthly tariff revenues are expected to increase by about Rs.50 lacs per monthfrom January 2017 onwards.

Management Discussion and Analysis Report for the year under review pursuant to theLODR regulations forms part of this Annual Report. The Board reviews the progress of theCompany from time to time and guide the Company towards its corporate goals.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Directors confirm that:

a) in the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanations relating to material departures;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period;

c) the Directors have ensured that proper and sufficient care is taken in themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

d) The Annual Accounts are prepared on a going concern basis.

e) the directors laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively.

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

Disclosures Under The Companies Act 2013

i) Extract of Annual Return:

The details forming part of the extract of the annual return is enclosed in Form MGT.9at Annexure - I.

ii) Number of Board Meetings:

The Board of Directors met 5 times during the year 2015-2016. The details of the boardmeetings and the attendance of the Directors are provided in the Corporate GovernanceReport.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee which comprises of Sri P V Subba Rao asthe Chairman and Sri B P Vijaya Rao and Sri K Vijay Kumar as the members. More details onthe committee are given in the Corporate Governance Report.

iv) Related Party Transactions

There are no materially significant related party transactions made by the company withPromoters Directors or Key Managerial Personnel etc. which may have potential conflictwith the interest of the company at large. Thus disclosure in Form AOC-2 is not required.

v) No Loans/Guarantees / Investments under Section 186 of the Companies Act 2013 havebeen made during the year.

CORPORATE GOVERNANCE

As per the revised Clause 49 of the Listing Agreement on Corporate GovernanceManagement Discussion and Analysis Report forms part of the Annual Report (Annexure - 5).The company has complied with the Corporate Governance requirements under the CompaniesAct 2013 and as stipulated under the listing agreement with the stock exchanges. Aseparate section on corporate governance under the Listing Agreement along with acertificate from the Practicing Company Secretary confirming the compliance is annexedand forms part of the Annual Report (Annexure - 2).

Corporate Social Responsibility Policy: As per Companies Act 2013 Your Companydoes not fall under the Corporate Social Responsibility criteria. The Company would ensurethe provisions of the Act as and when the same is applicable.

Risk Management Policy

The Board of Directors has developed and implemented Risk Management Policy for theCompany. It has identified and assessed internal and external risks with potential impactand likelihood that may impact the Company in achieving its strategic objectives or maythreaten its existence.

Whistle Blower Policy

The Company has in place a Whistle Blower policy for vigil mechanism for Directors andemployees to report to the management about unethical behavior fraud violation ofCompany’s Code of Conduct. None of the Personnel has been denied access to the auditcommittee.

Declaration about Compliance with the Code of Conduct by Members of the Board and Sr.Management Personnel.

The Company has complied with the requirements about Code of Conduct for Board membersand Sr. Management Personnel.

Disclosure under the sexual harassment of woman at workplace (prevention prohibitionand redressal) Act 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary and trained)are covered under the Policy. The following is a summary of sexual harassment complaintsreceived and disposed off during each Calendar year:

a) No. of Complaints received - NIL b) No. of Complaints disposed off – NIL

Statutory Auditors:

The Statutory Auditors of the Company viz. M/s M. Bhaskara Rao & Co. CharteredAccountants Hyderabad were appointed in the Annual General Meeting on 30.09.2014 for 5years. As per the provisions of section 139 (1) of the Companies Act 2013 theappointment needs to be ratified by the member at the every subsequent Annual GeneralMeeting. The directors recommend ratification of their appointment.

The Auditors’ Report to the Shareholders for the year under review contains somequalifications to which explanations are given below.

Compliance under Regulation 33 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 FORM A (for audit report withunmodified opinion)

1. Name of the Company Suryachakra Power Corporation Limited
2. Annual financial statements for the year ended March 31 2016
3. Type of Audit observation Emphasis of Matters on Standalone & Consolidated financial Statements.
4. Frequency of observation As detailed below
Standalone and Consolidated Financial Results
i) Note 3(b) of the Statement regarding disinvestment of stake in subsidiary
Suryachakra Global Enviro Power Limited.
Frequency of observation: Repetitive - First time reported in 2011-12.
ii) Note 3(f) (b) of the Statement regarding writing back of the unpaid interest aggregating to Rs. 1359.51 Lakhs recognized prior to financial year 2012-13.
Frequency of observation: First time reported in 2015-16
iii) Note 4 of the Statement regarding petition u/s 433(1) (c) of the Companies Act 1956 before the Honourable High Court of Andhra Pradesh.
5. To be signed by :
Managind Director (Dr. S.M. Manepalli)
Chief Financial Officer (V L Narasimha Rao)
Audit Committees Chairman (P. V. Subba Rao)
For M. Bhaskara Rao & Co.
Chartered Accountants
Firm Registration Number: 000459S
Auditor of the Company V. K. Muralidhar
Partner
Membership Number : 201570

Compliance under Regulation 33 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 FORM B (for audit report withmodified opinion)

1. Name of the Company Suryachakra Power Corporation Limited
2. Annual financial statements for the year ended March 31 2016
3. Type of Audit qualification Qualified opinion on Standalone & Consolidated financial statements.
4. Frequency of qualification As detailed below
Statement of standalone and consolidated financial results
i) Qualification:
5. Draw attention to relevant notes in the annual financial statements and management response to the quali- fication in the directors report Note 3(a) of the Statement regarding recognition of rejections / withheld amount by Andaman and Nicobar Administration (A&NA) - We are unable to comment on the extent of ultimate recoverability of Rs. 48.87 Lakhs for the quarter ended March 31 2016 and Rs. 600.93 Lakhs for year ended March 31 2016 (Quarter ended 31st Dec 2015 Rs.145.73 Lakhs Quarter ended March 31 2015 Rs. 126.39 Lakhs year ended March 31 2015 Rs. 493.43 Lakhs) and the total receivables as at March 31 2016 - Rs. 1426.01 Lakhs (as at March 31 2015 - Rs.2305.08 Lakhs) which are subject to confirmation by the A&NA. Further the company in earlier years has also recognized interest aggregating to Rs. 1275.74 Lakhs on such rejections / with held amounts which is also subject to confirmation by the A&NA.
Frequency of observation: Repetitive - First time reported in 2003 - 04
Management Response:
Management is pursuing the matter and is confident of recovering the amount. In this regard Honorable Supreme Court of India vide its Order dated 10th May 2016 Ordered A & N Administration to deposit an amount of Rs. 15 Crores with Supreme Court for the purpose of consideration of interim relief.
ii) Qualification:
Note 3 (c) of the Statement regarding recovery of investments and advances to ts subsidiaries aggregating to Rs. 10710.97 Lakhs (Previous Year - Rs. 12935.76 Lakhs). We are unable to comment on the extent of ultimate recoverability of these investments and advances.
Frequency of observation: Repetitive - First time reported in 2011 - 12
Management Response:
a. SECPL is a 100% subsidiary of the company. SECPL has obtained most of the requisite licenses for setting up the 350MW project; signed a Memorandum of Understanding (MOU) with Chhattisgarh State Electricity Board; and entered into an implementation Agreement with Chhattisgarh State Power Distribution Company Limited for setting up the said power project. Management is confident of mobilizing the requisite funds to execute the project and recover the investment made in the project. Hence no provision for diminution in the value of investment is considered necessary in the opinion of the Board.
b. Regarding advances to Suryachakra Global Ventures Limited (SGVL) a wholly owned subsidiary of the company incorporated in Hong Kong – Rs. 705996278 which in turn has advanced the said amount to M/s Symphony Trading and
Investment Limited (STIL) Hong Kong for acquiring coal mines for the company/ SGVL during the quarter ended June 2011. In the absence of information regarding financial worthiness of STIL / securities in favour of the company we are unable to comment on the extent of recoverability of the advance.
iii) Qualification:
Note 3 (d) of the Statement regarding advances to certain related parties aggregating to Rs. 669.80 Lakhs (Previous Year - Rs. 687.62 Lakhs) which are considered good and fully recoverable for the reasons stated therein. We are unable to comment on the extent of ultimate recoverability of these advances.
Frequency of observation: Repetitive - First time reported in 2014 - 15
Management Response:
Management is pursuing to induct strategic investors for completing the project executions and to recover the advances.
iv) Qualification:
Note 3 (e) of the Statement regarding capital advances aggregating to Rs.884.28 Lakhs (Previous Year - Rs. 1036.59 Lakhs) considered good and fully recoverable for the reasons stated therein. We are unable to comment on the extent of ultimate recoverability
Frequency of observation: Repetitive - First time reported in 2014 - 15
Management Response:
The company has advanced for the purpose of refurbishment of DG sets for 20 MW
Power Plant situated at Bamboo flat in Andaman & Nicobar Islands. The company is making efforts to carry out the refurbishment of DG sets.
Note 3 (f) (a) of the Statement regarding non-accounting of interest expense on certain loans availed by the Company. We are unable to comment on the extent of shortfall in interest expense for the quarter and year ended March 31 2016 and also regarding cumulative liability up to March 31 2016.
Frequency of observation: Repetitive - First time reported in 2014 - 15
Management Response: The management is in touch with Lenders for OTS without interest and they suggested to give a concrete proposal and the same is under active consideration with the Lenders. Management is confident of resolving the issues pertaining to Lenders amicably and hence no provision of interest has been made.
vi) Qualification:
Note 3 (g) of the Statement regarding confirmation of balances from Secured / Unsecured Loan Lenders; Trade Payables; Creditors for Capital works/goods; Loans and Advances given by the Company. We are unable to comment on the extent of adverse variances if any.
Frequency of observation: Repetitive - First time reported in 2014 - 15
Management Response:
The Management is confident of convincing all secured creditors trade creditors and to make OTS and settle their accounts as most of the creditors are known to the management and they would listen to the versions of the management. Hence no confirmations have been obtained from all the creditors.
5. To be signed by :
Managing Director (Dr. S.M. Manepalli)
Chief Financial Officer (V L Narasimha Rao)
Audit Committees Chairman (P. V. Subba Rao)
For M. Bhaskara Rao & Co.
Chartered Accountants
Firm Registration Number: 000459S
Auditor of the Company V. K. Muralidhar
Partner
Membership Number : 201570

Secretarial Audit:

The Board had appointed M/s L D Reddy & Co Company Secretaries in Whole-timePractice to carry out Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013 for the financial year 2015-16. The report of the Secretarial Auditoris annexed to this report as Annexure - 3.

The Secretarial Auditors’ Report to the Shareholders for the year under reviewcontains some qualifications to which explanations are given below.

Secretarial Auditor’s Qualification Board’s explanation
An Inquiry was initiated under section 7A of the EPF & MP ACT 1956 against the company Due to non-receipt of receivables from our customers i.e. Electric- ity Department of Andaman and Nicobar Administration there are some defaults and efforts are being made to regularise the same
The company has defaulted in payment of Bank Dues There- fore SBI Global Factors Limited has filed a petition before Hon’ble High Court of Andhra Pradesh for winding up of the Company Due to non-receipt of receivables from our customers i.e. Electric- ity Department of Andaman and Nicobar Administration there are some defaults and efforts are being made to regularise the same. Due to non-receipt of receivables from our customers i.e. Electric- ity Department of Andaman and Nicobar Administration there are some defaults and efforts are being made to regularise the same.
The company is not regular in paying statutory dues like PF Gratuity TDS Service Tax Sales Tax etc. Due to non-receipt of receivables from our customers i.e. Electric- ity Department of Andaman and Nicobar Administration there are some defaults and efforts are being made to regularise the same. Due to non-receipt of receivables from our customers i.e. Elec- tricity Department of Andaman and Nicobar Administration there are some defaults and efforts are being made to regularise the same.
As plant is located in Andaman and Nicobar Islands Physical Verification was not done therefore we are unable to report on the compliance of Labour laws at Factory Site. Court cases are filed against the company Directors and other Efforts are being made to comply with the Labour Laws at the Factory site.
guarantors for default of payment of dues to bank and to other unsecured creditors. Discussions are on with the Bankers to sort out the issue.
Court Cases are filed by the company to recover debts and to safeguard its business. They are to safeguard the business of the Company only.
The coal investment made in SGVL could not be recovered so far from Indonesia. Out of US$ 190.00 lacs the management could recover only US$ 25.91 lacs and the balance is yet to be recovered. Efforts are being made to recover the balance amount also.
Quarterly Financial Results / Shareholding Pattern is not posted on Company’s Website. The Company posted the required information in the Company’s website

Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act 2013 M/s. kju &Associates Practicing Cost Accountants (Firm Regn. No.000474) have been appointed toconduct audit of cost records of Power (Electricity) for the year 2016-17.

Cost Audit Report will be submitted to the Central Government within the prescribedtime

Conservation of Energy Technology Absorption & Foreign Exchange Earnings AndOutgo:

The statement giving the particulars with respect to Conservation of Energy Technologyabsorption and Foreign Exchange Earnings and outgoings as required under Section 134 ofthe Companies Act 2013 read with Companies (Accounts) Rules 2014 is annexed hereto atAnnexure - 4 and forms part of the Report.

Fixed deposits:

During the year under review your Company has neither invited nor accepted anydeposits from the public.

Insurance:

The properties of your Company including its buildings plant and machinery and stockshave been adequately insured as required.

Particulars of Employees and related disclosures

The information required under Section 197 (12) of the Companies Act 2013 read withRule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014may be treated as NIL.

Personnel & Industrial Relations:

Relations between employees and the management continued to be cordial during the year.The Human Resource Department is committed in its quest to improve and maintain employeemorale and satisfaction at all levels.

Acknowledgments:

Your Directors would like to express their grateful thanks for the assistance andco-operation received from the Financial Institutions Banks Government AuthoritiesCustomers Vendors and Members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the excellent services of theexecutives staff and workers of the company.

For and on behalf of the Board of Directors
Place: Hyderabad. Dr. S.M. Manepalli Mr. K. Vijay Kumar
Date: 11.08.2016. Managing Director Executive Director

Annexure - 3

SECRETARIAL AUDIT REPORT

For the Financial Year Ended31-03-2016

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Board of Directors

M/s. Suryachakra Power Corporation Limited Suryachakra House Plot No:304-L-III RoadNo:78 Jubilee Hills Hyderabad-500096.

We have conducted the Secretarial Audit on the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Suryachakra PowerCorporation Limited (hereinafter called the Company). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of books papers minute books forms and returns filed andother records maintained by the Company and also the information provided by the Companyits officers agents and authorized representatives during the conduct of secretarialaudit We hereby report that in our opinion the Company has during the audit periodended on 31-03-2016complied with the statutory provisions listed hereunder and subject tothe reporting made hereinafter:

1. We have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. Suryachakra Power Corporation Limited ("TheCompany") for the financial year ended on 31-03-2016 according to the provisionsof:

i) The Companies Act 2013 (the Act) and the Rules made there under;

ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the Rulesmade thereunder;

iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv) Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) :

a. The Securities and Exchange Board of India (Substantial Acquisition of Sharesand Takeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

c. The Securities and Exchange Board of India(Issue of capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme)Guidelines 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents)Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2008;

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations2008;

i. Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

vi) The Following other laws are specifically applicable in the view of the management

i. The Factories Act 1948 ii. The Payment of Wages Act 1936 iii. The Minimum WagesAct 1948 iv. Employees Provident Fund And Misc. Provisions Act 1952

v. The Payment of Bonus Act 1965 vi. Income Tax Act 1961 and Indirect Tax Law vii.ThePayment of Gratuity Act1972 viii.The Insurance Act 1938 [AS AMENDED BY INSURANCE(AMENDMENT) ACT 2002]

2. We have also examined the compliance with the applicable clauses of the ListingAgreement entered into by the Company with the BSE Limited.

3. We report that the Company has in our opinion not complied with theprovisions of the Companies Act 2013 and the Rules made under that Act and SecretarialStandards for Board Meeting and General Meetings as notified by Ministry of CorporateAffairs and the Memorandum and with regard to:

Reconstitution of Statutory Committees on Appointment and Resignation of newIndependent Directors is not done

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act

Format of Balance Sheet and statement of profit and loss is as per Schedule III of theCompanies Act 2013

4. We further report that the company has complied with

The Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited National Stock Exchange of India Limited;

The Company has complied with the provisions of the Securities and Exchange Board ofIndia(Prohibition of Insider Trading) Regulations 2015 including the provisions withregard to disclosures and maintenance of records required under the said Regulations;

The Company has complied with the provisions of the Securities Contracts (Regulation)Act 1956 and the Rules made under that Act with regard to maintenance of minimum publicshareholding.

There was no prosecution initiated and no fines or penalties were imposed during theyear under review under the Companies Act SEBI Act SCRA Depositories Act ListingAgreement and Rules Regulations and Guidelines framed under these Acts against / on theCompany its Directors and Officers.

5. We further report :

An Inquiry was initiated under section 7A of the EPF & MP ACT 1956 against thecompany

The company is defaulted in payment of Bank Dues Therefore SBI Global Factors Limitedhas filed a petition before Hon’ble High Court of Andhra Pradesh for winding up ofthe company.

Quarterly Financial Results/Shareholding pattern official releases is not posted onCompany’s Website.

We noticed that there were delays in the payment of wages to the employees before thedue date as per Payment of Wages Act1936

The company is not regular in paying statutory dues like Gratuity TDS Service TaxSales Tax Income Tax Professional Tax PF ESI VAT Self assessment tax etc.

All Policies as per SEBI and Companies Act 2013 are not posted on Website

7. We further report that :

The company Disinvested its stake in subsidiary i.e. Suryachakra Global Enviro PowerLimited along with its subsidiaries on account of its substantial losses and erosion ofits networth due to heavy input costs and low returns and also due to suspension ofoperations of the plants.\

The coal investment made in SGVL could not be recovered so far from Indonesia.Out ofUSD of 190.00 lacs the management could recover only USD of 25.91 lacs and the balance isyet to be recovered

\ Court Cases are filled by the company to recover debts and to safeguard its business

8. We further Report that during the audit Period the Company has

• No Public /Right/Preferential Issue of Shares/Debentures/Sweat Equity etc.

• No Redemption/Buy-back of Securities

• No Merger/Amalgamation/Reconstruction etc.

• No Foreign Technical Collaborations

For L.D.Reddy & C o.
Company Secretaries
L. Dhanamjay Reddy
(Proprietor)
Date :11.08.2016 C.P. No. 3752
Place : Hyderabad M.N. NO. 13104

ANNEXURE – 4

Statement of Conservation of Energy Technology Absorption & Foreign ExchangeEarnings and Outgo under Section 134 of the Companies Act 2013 read with Companies(Accounts) Rules 2014:

A) CONSERVATION OF ENERGY:

(a) Energy conservation measures taken.

Your Company continues to implement various programs taken up in the previous yearssuch as (1) power factor improvement (2) recycling of effluent water etc.

(b) To revive renewable business successful trial runs were conducted with the energyplantation as backward integration for the renewable energy i.e. cultivation of Napiergrass and other species.

(c) Additional investments and proposals if any being implemented for reduction ofconsumption of energy: NIL

B) TECHNOLOGY ABSORPTION:

Your Company uses state of art technology for improving the productivity and quality ofservices. To create adequate infrastructure the Company continues to invest in the latesttechnology and innovations.

The efforts helped the company to remain in business on a competitive basis withcontinued improvement.

The technologies have been fully absorbed and the Company’s production rate hasexceeded the design criteria of the plant. The quality and yields are comparable to theWorld Leaders in the Industry. The Indian Technicians are fully trained in all operations.

C) FOREIGN EXCHANGE EARNED AND OUTGO / USED:

Foreign exchange outgo for the year 2015-16 (for the year ended 31.03.2016) was NIL asagainst the previous year 2014-15 (for 12 months period ended) outgo of NIL.

Annexure – 6 Form AOC – 1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) Statement containing salient features of the financialstatement of subsidiaries / associate companies / joint ventures

Part "A" : Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

S.No. Particulars Details Details
1. Name of the Subsidiary Suryachakra Energy (Chattisgarh) Pvt. Ltd. Suryachakra Global Ventures Ltd. Hong Kong
2. Reporting period of the subsidiary concerned if different from the holding company’s reporting period 31.03.2016 31.12.2015
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries INR USD
4. Share Capital 20000000 7
5. Reserves & Surplus 336625380 (2035012)
6. Total Assets 373019364 927027744
7. Total Liabilities 373019364 927027744
8. Investments - -
9. Turnover - -
10. Profit before taxation (28345) -
11. Provision for taxation - -
12. Profit after taxation (28345) -
13. Proposed Dividend - -
14. % of shareholding 100 100