Your Directors have pleasure in presenting their 29TH Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended on March 312015.
| || ||(Rs. in Lakhs) |
|Particulars ||2014-15 ||2013-14 |
|Gross Profit before Interest and Depreciation ||(12.19) ||(6.64) |
|Less: Interest ||10.77 ||10.03 |
|Depreciation ||19.04 ||12.63 |
|Profit/ (loss) after Interest and Depreciation ||(42.00) ||(29.30) |
|Less: Provision forTaxation ||2.00 ||7.08 |
|Balance afterTotal Provisions ||(44.00) ||(36.38) |
|Excess/(Short) provision of Income Tax for earlier years ||7.08 ||9.44 |
|Add: Profit/(Loss) brought forward from Previous year ||175.56 ||202.50 |
|Balance of Profit carried over to next year ||138.64 ||175.56 |
Performance of your Company:
As you are aware the operating performance of infrastructure projects has declined dueto market conditions and partition of the state of Andhra Pradesh & Telangana. Due towhich the investee company projects have not shown significant growth compared toprevious year.
The Board of Directors has not recommended any dividend for the Financial year 2014-15in view of the losses during the year under review.
INVESTMENT IN KGPL
Konaseema Gas Power Limited (KGPL) in which your Company has invested in 15 Lakhequity shares of Rs 10/- each fully paid up with a premium of Rs 5/- per share. TotalInvestment of Rs 2.25 Crs.
The Paid up Share Capital as on 31 st March 2015 was Rs.2.85 Cr. During the year underreview the company has not issued any class of shares.
Presentation of Financial Statements
The Financial Statements for the year ended 31 st March 2015 are prepared in duecompliance of the Schedule III of the Companies Act 2013.
Cash Flow Statement
Cash Flow Statement for the year 2014-15 is annexed to the Statement of Accounts.
Directors and Key Managerial Personnel
a) Independent Directors: During the year Sri. V.R.C Choudary and Sri. Gandhi Mundruwas appointed as Independent Directors for a term of 5 years effective from 30th September2014. They are not liable for retirement by rotation.
b) Resigned Directors : L.N.Sharam's Resignation as Director of the Company w.e.f.13-8-2014. Board of Directors placed on record their deep appreciation for the enormouscontributions made by L.N.Sharam as Director of the Company.
c) Reappointment of Directors: Sri. B. Gopala Director retires by rotation at theforthcoming Annual General Meeting and being eligible offer himself for reappointment.
Particulars of Employees and Related Statutory Disclosures
There are no employees covered under Section 197(12) of the Companies Act 2013 and therules made thereunder.
Number of Meetings of Board
During the year Five meetings of the Board of Directors were held on (i)30.05.2014(ii) 13.08.2014 (iii) 30.09.2014 (iv)10.11.2014 & (v)14.02.2015 andaccordingly the meetings were held within the prescribed time gap as per the provisions ofthe Companies Act 2013.
Audit Committee Meetings
The Audit committee was constituted on 10.11.2014; the audit committee has met on
(i) 08.11.2014 & (ii) 13.02.2015 for Consideration of Accounts
Annual Evaluation of the Board Committees and Individual Directors
Pursuant to the provisions of the Companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsCommittees as per the evaluation procedure approved by the Board.
Declaration by Independent Directors)
All the Independent Directors have submitted declarations to the Company to the effectthat they meet the criteria of independence as provided in sub-section (6) of Section 149of the Companies Act 2013.
Policy on Directors Appointment and Remuneration Policy
The Board on recommendation of Nomination & Remuneration Committee has framed apolicy for selection and appointment of Directors Senior Management and theirremuneration.
At the Annual General Meeting held on 30th September 2014 M/s Brahmayya & Co.Chartered Accountants Visakhapatnam were appointed as statutory Auditors of the Companyto hold office till the conclusion of the Annual General Meeting to be held in thecalendar year 2017.
The Auditors' Report did not contain any qualification.
Cost Audit Report
Appointment of Cost Auditors is not applicable to your company.
Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hadappointed M/s Venkatachalam & Co. Practicing Company Secretaries to conduct theSecretarial Audit Secretarial Audit Report for the Financial Year 2014-15 is being annexedto the Directors Report
Secretarial Report of M/s Venkatachalam & Co in the prescribed Form MR-3 is annexedto this Report (Annexure-ll). Action has been initiated on the qualification contained inReport
Internal Audit & Controls
The Company Designated Mr Govindappa as Internal Auditor. His scope of work includesreview of Records Ledgers voucher checking and the internal controls applied andpracticed by the Company to ensure the Assets are safeguarded and payments are made onlyfor the benefits received and also review of operational expenditure effectiveness ofinternal control procedures and systems and assessing the internal control strengths inall areas.
The internal control procedures and systems are adequate commensurating with the natureand size of the operations of the Company.
Internal Auditors findings are discussed and suitable corrective actions are taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Company empowered the victimized Employees or Director to approachdirectly the Chairman of the Audit Committee for a solution to the issue so that thevictimized Employee/Director is rescued.
Risk Management Policy
Risk Management Policy has been approved by the Board of Directors and the company istaking steps to mitigate and minimize various Business risks which have impact on theoperations of the company.
Extract of Annual Return (MGT-9):
Pursuant to the provisions of section 92(3) of the Companies Act 2013 and rules madethereunder an extract of annual return as on 31st March 2015 in prescribed Form No. MGT-9 is annexed to this Annual Report (ANNEXURE I).
Material Changes and Comments
No material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report which affectingFinancial position of the Company as on 31.03.2015.
Material Orders if any Passed by the Regulators Courts Etc.:
There are no orders passed by Regulators/Courts/Tribunals which have impact on thegoing concern status and Company's operations future.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
Particulars of Loans Guarantees or Investments under Section 186
The particulars of loans guarantees and investments have been disclosed in theFinancial Statements.
Particulars of Contracts or Arrangements with Related Parties:
The transactions with related parties fall under the scope of Section 188(1) of theAct. Information on transactions with related parties pursuant to section 134(3)(h) of theAct read with rules made there under are given in Notes on Accounts and is enclosed.
Obligation of Company under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
In terms of the order to prevent sexual harassment of women at work place as perprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 the Company adopted a policy for prevention of Sexual Harassment ofWomen at workplace and has set up Committee for implementation of said policy. During theyear Company has not received any Complaint of harassment.
Conservation of EnergyTechnology Absorption and Foreign Exchange Earnings and Outgo
The details of conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo are as follows:
a) Conservation of Energy
The information in accordance with the provision of Section 134 of the Companies Act2013 read with the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 2014 regarding conservation of Energy is not applicable.
b) Technology Absorption
No expenditure is incurred by the Company attributable to Technology absorption duringthe year under review.
c) Foreign exchange earnings and Outgo
During the year there are no foreign exchange inflows/earnings oroutflows/investments.
d) Expenditure on Research and Development
No expenditure is incurred by the Company attributable to Expenditure on Research andDevelopment during the year under review.
Corporate Social Responsibility (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 has not been applicable to the Company as the Company is incurring losses inthe financial year 2012-13 onwards.
Your Directors and Management express their appreciation for the commitment anddevotion shown by the employees.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors the bestof their knowledge and ability confirm that:
(a) in the preparation of the annual accounts for the year ended 31st March 2015 theapplicable accounting standards had been followed along with proper explanation relatingto material departures from the same;
(b) the directors had 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 as at 31st March 2015 and of the profitand loss of the company for the year ended on that date;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared.
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(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.
Your Directors thank the Government of India and Government of Telangana & AndhraPradesh for their support. They also place on record their appreciation for the help andencouragement received from Banks and other Financial Institutions.
Your Directors sincerely thank Members for their sustained support and co-operation.
| ||For and on behalf of the Board of Directors |
| ||Sd/- ||Sd/- |
|Place : Hyderabad ||M. SRIMANI ||M S P RAMA RAO |
|Date : 28.05.2015 ||Managing Director ||Director |