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SRM Energy Ltd.

BSE: 523222 Sector: Infrastructure
NSE: N.A. ISIN Code: INE173J01018
BSE 00:00 | 28 Jan SRM Energy Ltd
NSE 05:30 | 01 Jan SRM Energy Ltd
OPEN 2.25
52-Week high 4.27
52-Week low 2.25
Mkt Cap.(Rs cr) 2
Buy Price 2.28
Buy Qty 96.00
Sell Price 2.25
Sell Qty 1354.00
OPEN 2.25
CLOSE 2.25
52-Week high 4.27
52-Week low 2.25
Mkt Cap.(Rs cr) 2
Buy Price 2.28
Buy Qty 96.00
Sell Price 2.25
Sell Qty 1354.00

SRM Energy Ltd. (SRMENER) - Director Report

Company director report



Your Directors hereby presents the Thirty Second Annual Report together with theCompany's Audited Financial Statements for the financial year 2018-19.

1. Financial Summary/highlights on Performance of the Company (Standalone &Consolidated):-

(in Rs. Million)




2018-19 2017-18 2018-19 2017-18
Revenue from Operations - - - -
Other Income - - - -
Total Revenue - - - -
Operational Expenses - - - -
Employee Benefit Expenses 2.13 3.17 2.13 3.17
Interest and Finance Charges - - - -
Depreciation and Amortizations - - 30.00 -
Other Expenses 1.98 1.11 1.98 1.11
Total Expenses 4.11 4.28 34.11 4.28
Profit/(Loss) before exceptional items (4.11) (4.28) (34.11) (4.28)
Exceptional Items - - - -
Profit/(Loss) for the year (4.11) (4.28) (34.11) (4.28)

2. Dividend

As there is no operating income and profit consequently no profit is available fordistribution as dividend.

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

There is no change in the status of the Project since last reported.

We have been continuously reporting to you that the project of the Company could nottake off and various efforts of the management could not yield any positive results dueto the reasons inter-alia includes:

• Current investment by the promoters being very low vis-a-vis the amount ofinvestment needed for the implementation of the project.

• The unfavourable Industrial scenario Govt. policies Company's current statusof approvals status for the land acquisitions and its financial health etc.

Your Company has no other operations hence the related expenses incurred during thecurrent period are considered as pre-operative expenses pending allocation to the powerproject.

The aforesaid continued adverse situation of the Company has led into the furtherreduction of Networth of the Company which further slipped from (Rs. 12.79) Millions ofthe 2017-18 to (Rs. 16.90) Millions of 2018-19.. The losses of the Company has been (Rs.4.11) Millions for 2018-19 which has further increased the negative Reserves to (Rs.107.50) Millions in 2018-19 from (Rs. 103.39) Millions in 2017-18. Though the promotershave been infusing funds to meet the liabilities and future running expenses of theCompany the accounts have been prepared on going concern basis.

In our previous Report we had explained you in detail about the loan arrangementsbetween Mr. Gagan Rastogi and the wholly owned subsidiary. The total loan as extended byMr. Gagan Rastogi to the wholly owned subsidiary as at the end of the financial year wasRs. 434286000. Mr. Rastogi has been continuously demanding his loan to be repaidhowever after exercising all the available avenues the wholly owned subsidiary was notable to repay the loan amount. Your Company was also not in a position to extend any kindof assistance to the wholly owned subsidiary towards settlement of such loan.

After considering all the option your Company in its Board Meeting held on 15thMarch 2019 has decided to offer the assets (Land) available in the wholly ownedsubsidiary towards settlement of the loan.

Pursuant to the above considerationYour Company had obtained approval of Shareholderson 21st April 2019 by way of conducting the postal ballot process tosale/transfer assign deliver or otherwise dispose off the Land for the Power Plantadmeasuring 215.140 acres currently in the name of its Wholly owned Subsidiary Companyviz. SRM Energy Tamilnadu Private Limited towards using the sale proceeds to settlepartially the loan extended by Mr.Gagan Rastogi in favour of the wholly owned subsidiary.Upon such approval the Company has further authorized the wholly owned subsidiary toproceed with the sale process of the land after considering the due process and underintimation of our Board. The subsidiary has therefore initiated the sale of the land andas on date total 15.35 acres of the land for Rs. 46.05 lacs has been sold. The subsidiaryafter such sale of the land and with the sale proceeds has partially settle the loan ofMr. Gagan Rastogi. The Total Loan balance of Mr. Gagan Rastogi as on 13th August aftersuch settlement is Rs. 434656000.

5. Change in Nature of Business

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

6. Material changes and commitment if any affecting the financial position ofthe Company occurred between the end of the financial year to which this financialstatement relates and the date of the report

There are no changes and commitments which are affecting the financial position of theCompany from the end of the financial year i.e. 31st March 2019 till thedate of this Report i.e. 13th August 2019.

7. Internal Financial Controls

The Company has in place adequate Internal Financial controls with reference tofinancial statements which ensures the safeguard of all assets prevention and detectionof frauds and errors accuracy and completeness of accounting records etc. The Company hasalso adopted certain policies which ensures the comprehensive and effective managementcontrol and necessary compliances under various laws; such policies are Vigil MechanismPolicies/Whistle Blower Policies and Risk Management Policy.

The Audit Committee reconsidered and reviewed the Internal Financial Control and RiskManagement system to which the statutory auditors confirm that the Company's InternalFinancial control is adequate. The report on the Internal Financial Control issued by M/s.VATSS & Associates Chartered Accountants Statutory Auditors of the Company incompliance with the provisions under the Companies Act 2013 is forming part as Annexure Aof the Auditor's Report for the F.Y. 2018-19.

8. Subsidiaries Joint Ventures and Associate Companies

Your Company has one wholly owned Subsidiary Company (WOS) viz. SRM Energy TamilnaduPrivate Limited and it does not have any Joint Ventures and Associate Companies.The saidsituation remains same in the Financial Year 2018-19. The company regularly keeps a trackon the activities of its WOS Company though it does not have any operations at present.

Material Subsidiary

Pursuant to the provisions of Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) 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: 20Material%20Subsidiary.pdf

10. Extract of Annual Return

The extracts of Annual Return in Form MGT-9 in pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 is appendedas an Annexure 1 to this Annual Report.

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

Your company has one wholly owned subsidiary company i.e. SRM Energy Tamilnadu PrivateLimited. In terms of the Companies Act 2013 and other applicable rules and regulations astatement containing salient features of financial statements of Subsidiary in theprescribed format AOC-1 is appended as Annexure-2 to the Board's Report. Hence thesame has not been provided here for the sake of brevity. The annual accounts of theSubsidiary Company and any other information related to that shall be provided to anymember of the Company who may be interested in obtaining the same. It shall also be keptopen for inspection at the registered office of the holding Company and subsidiary companyconcerned.

In accordance with Section 136 of the Companies Act 2013 and the applicable AccountingStandard on the Consolidated Financial Statements your Directors have attached theconsolidated financial statements of the Company which form a part of the Annual Report.

The board has also explained about the material developments with the subsidiaryCompany above at Point No. 4 the same is related with the loan obtained by the subsidiaryand the settlement thereof.

12. Deposits

The Company has neither accepted nor renewed any deposits during the financial year2018-19 under the provisions of Chapter V of the Companies Act 2013. The Ministry ofCorporate Affairs vide Notification dated 22nd January 2019 and 30th April2019 had mandated every Company to file a form DPT-3 which requires to provide thedetails of the deposit received or particulars of transactions not considered as depositsand one time return of outstanding receipt of money or loan by a company which is notconsidered as deposits as per Rule 2(1)(c) of the companies (Acceptance of Deposit) Rule2014.

The Company in compliance of the aforesaid requirements has filed form DPT-3 forone-time return and annual return providing the necessary details.

13. Statutory Auditors & Auditor's Report

The Company has engaged M/s VATSS & Associates Chartered Accountants (ICAI FirmRegistration No.-

017573N) as the statutory auditors of your Company who hold office up to theconclusion of the AGM to be held in the year 2020 subject to ratification of theirappointment at every subsequent AGM. However pursuant to provisions of the CompaniesAmendment Act 2017 enforced on 7th May 2018 by the Ministry of Corporate Affairshenceforth the appointment of Statutory Auditors is not required to be ratified at everyAnnual General Meeting. The members are requested to take note of the aforesaid.

The Report given by the Auditors on the financial statement of the Company is part ofthis Report.

Further in terms of Section 143(12) of the Companies Act 2013 no frauds has beenreported by the Auditors to the Audit Committee.

14. Internal Auditor & their Report

The Company has engaged M/s Amar Jeet Singh & Associates Chartered Accountants asthe Internal Auditor of the Company for the Financial Year 2018-19 within the terms ofSection 138 of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. They were further appointed for the Financial Year2019-20 by the Board of Directors of the Company in their meeting held on 28th May 2019.The Internal Auditor submits the Internal Audit Reports on a quarterly basis to the AuditCommittee of Board of Directors of the Company.The internal audit assists the company toreview the operational efficiency and the internal controls. During the audit process forthe reporting year no material discrepancies were reported by them.

15. Secretarial Auditor & Secretarial Audit Report

In terms of the provisions of Section 204 of the Companies Act 2013 and rules madethere under Mr. Sajal Saxena Company Secretary was appointed as Secretarial Auditor ofthe Company during the Financial Year 2018-19.

A Secretarial Audit Report in Form No. MR-3 for the financial year 2018-19 given by theSecretarial Auditors of the Company is annexed as Annexure-3 with this report.

16. Disclosure about Cost Audit

The provisions of Section 148 of the Companies Act 2013 read with rules framedthereunder relating to the Cost Audit are not applicable to your Company.

17. Share Capital

The capital structure of the Company remain unchanged during the financial year 2018-19i.e. the Company has not;

• issued any equity share with differential rights or Sweat Equity Shares

• bought back any of its securities

• provided any Stock Option Scheme to the employees during the relevant period.

18. 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;

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
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.

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

The provisions relating to developing and Implementing the policy for the CorporateSocial Responsibility under Section 135 of Companies Act 2013 are not applicable to theCompany hence no such policy are being made effective for the year under reporting.

20. Directors and Key Managerial Personnel

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

During the year under review the composition of Board of Directors of the Company waschanged;

Name Designation Appointment/ Resignation Date of Event
1 Mr. Vishal Rastogi Managing Director Reappointed February 21 2019
2 Mr. Vijay Kumar Sharma Additional Director (Non- Executive and Non- Independent Director) Appointment March 15 2019
3 Ms. Tanu Agarwal Director (Non- Executive and Independent Director) Re- designation March 15 2019

The following changes were occurred with respect to the Key Managerial Personnel of theCompany during period under review;

Name Designation Appointment/ Resignation Date of Event
1 Ms. Ruchi Singh CS Resignation July 26 2018
2 Mr.Suvindra Kumar CS Appointment November 02 2018
3 Mr. Bhupender Sharma CFO Resignation September 30 2018
4 Mr Raman Kumar Mallick CFO Appointment November 02 2018

Cessation of Director/KMP:

• During the year under review Mr. Bhupender Sharma had resigned from his officeof the Chief Financial Officer (CFO) from the close of the working hours on September 302018.

• Mr. Vijay Kumar Sharma (Non- Executive & Independent Director) resignedw.e.f 25th February2019.

• During the financial year under 2018-19 Ms. Ruchi Singh had resigned from heroffice of the Company Secretary & Compliance Officer from the close of the workinghours on July 26 2018.

Appointment of New Directors/KMP:

Pursuant to the applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Mr. Vijay Kumar Sharma(DIN:03272034) was appointed as Additional Director of the Company (in the category ofNon-Executive and Non-Independent Director) on 15th March 2019.

Further the office of CS was vacant from 26th July 2018 due to resignation of Ms.Ruchi Singh (previous CS). After considering aforesaid casual vacancy and in terms ofapplicable provisions of the Companies Act 2013 the Board of Directors in their meetingheld on 2nd November 2018 appointed Mr. Suvindra Kumar as the new CS of the Company.

Further The office of CFO was vacant also from 30th September 2018 due to resignationof Mr. Bhupender Sharma (previous CFO). After considering aforesaid casual vacancy and interms of applicable provisions of the Companies Act 2013 the Board of Directors in theirmeeting held on 2nd November 2018 appointed Mr. Raman Kumar Mallick as the new CFO of theCompany.

Reappointment of Directors*

a) In terms of Section 152(6) and other applicable provisions of the Companies Act2013 read with the Articles of Association of the Company Mr. Vishal Rastogi ManagingDirector of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for re-appointment brief resume and other details ofMr. Vishal Rastogi who is proposed to be re-appointed as Director of your company hasbeen included in the Explanatory Statement to the Notice of the ensuing Annual GeneralMeeting.

b) In terms of Section 161(1) of the Act Mr. Vijay Kumar Sharma holds officeonly upto the date of the forthcoming AGM but is eligible for appointment as a Director. Anotice under Section 160(1) of the Companies Act 2013 has been received from a Membersignifying its intention to propose the appointment of Mr. Vijay Kumar Sharma as aDirector of the Company subject to approval of the Members in the ensuing annual generalmeeting considering the recommendation of the Board of Directors of the Company (sincethe nomination and remuneration committee of the Board was not constituted at the time ofhis appointment) it is proposed to appoint Mr. Vijay Kumar Sharma as Non-ExecutiveNon-Independent Director of the Company subject to approval of the shareholder.

In terms of Section 161(1) of the Act Mrs. Tanu Agarwal who was appointed asNon - Executive and Non-Independent Director of the Company w.e.f 1st April 2015 shevide her consent letter dated 15th March 2019 has shown her intention to be appointed asNon-Executive and Independent Director of the Company. The Board has included a resolutionfor the approval of shareholders in the notice of ensuing AFM for ReDesignation of Mrs.Tanu Agarwal as Independent Director of the company and also the tenure of her appointmentfor the period of 5 years w.e.f. 15th March 2019.

*Note:The Resolutions seeking approval of the members for the appointment andre-designation of aforesaid Directors along with their brief resume and other detailspursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with the terms of Secretarial Standards-2 has been included in theExplanatory Statement to the Notice of the ensuing Annual General Meeting.

B) Declaration of Independent Directors

All Independent Directors have submitted declarations within the terms of Section149(6) of the Companies Act 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 that they meet the criteria ofIndependence as prescribed therein. The Board have considered the aforementionedsubmissions and stipulated that the Independent Directors fulfills the conditionsspecified under the Companies Act 2013 along with rules made thereunder and the ListingRegulations.

C) Details of training imparted to Independent Directors

Within the terms of Regulation 15 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 your company is exempt from the compliances of therequirements of Regulation 25 (7) of the said Regulations. However the company follows anorientation program in which various amendments in Companies Act 2013 Amendments in SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Amendments in SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018 are discussed.

At the time of appointment of an Independent Director the Company issues a formalletter of appointment outlining his/her role functions and duties/responsibilities as aDirector. The Format of the letter of appointment is provided on our website a web linkthereto is given below:

D) Formal Annual Evaluation

In terms of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a formal annual evaluation was performed by the Board ofDirectors of the Company on its own performance its committee's and Chairman/individualDirectors. Pursuant to Schedule IV of the Companies Act 2013 the performance evaluationof Independent Directors was also done by the entire Board of Directors excluding theDirector being evaluated.

The Independent Directors of the Company in their meeting held on 14thFeburary 2019 reviewed the performance of Mr. Vishal Rastogi the Managing Director ofthe Company Ms. Tanu Agarwal then Non-Executive

& Woman Director. The Independent Directors also reviewed the performance of Boardas a whole and also assess the Quality Quantity and timeliness of the flow of Informationbetween the Company Management and the Board. The aforesaid meeting was attended by allIndependent Directors.

Thereafter the Board of Directors in their meeting held on 28th May 2019evaluated the performance of all the Independent Directors based on set questionnaires/criteria circulated to the Board. The result of aforesaid evaluations were noted by theNomination and Remuneration Committee in their meeting held on 28th May 2019.On the basis of above evaluations the performance of executive Directors and IndependentDirectors was found satisfactory taking into consideration of the existing circumstancein which the Company is operating.

21. Number of meetings of the Board of Directors

During the financial year under review 6 (Six) Board Meetings were held i.e. on May25 2018 August 13 2018 September 27 2018 November 02 2018 Feburary14 2019 andMarch 15 2019. The details of aforementioned Board Meetings and its attendance by eachDirector are covered in Corporate Governance report forming part of this annual report.The intervening gap between any two meetings was within prescribed time limit underCompanies Act 2013.

22. Audit Committee

The Composition of Audit Committee is in compliance with the provision of Section 177of the Companies Act 2013 and Regulation 18 of Listing Regulations. The Committee isgoverned by the terms of reference which are in line with the regulatory requirementsmandated by the Companies Act 2013 and the Listing Regulations. A detailed descriptionabout the audit Committee is elaborated in the Corporate Governance Report forming partof the Director's Report. All recommendations made by Audit Committee during the year wereaccepted by the Board. The Audit Committee met 5 times i.e. on 25.05.2018 13.08.201802.11.2018 14.02.2019 and 15.03.2019.

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

The Company has adopted 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 at

24. Nomination and Remuneration Committee

The constitution and term of reference of the Nomination and Remuneration Committee(NRC) meet the requirements of Regulation 19 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 read with the relevant provisions of theSection 178 of the Companies Act 2013.

The Corporate Governance Report (forming part of the Director's Report) includes adetailed description about the NRC. The company has in place a Policy formulated by theBoard of Directors of the Company relating to the remuneration for the Directors KeyManagerial Personnel and other employees and also the criteria for determining theQualification positive attributes and independence of directors is annexed in this reportas Annexure- 4.The Nomination and Remuneration Committee met 4 times i.e.25.05.2018 13.08.2018 02.11.2018 and 15.03.2019.

25. Particulars of loans given investments made guarantees given and securitiesprovided

Your company has not granted any loans extended any guarantees or made Investmentsunder Section 186 of the Companies Act 2013 during the financial year under review.

26. Particulars of contracts or arrangements made with related parties

During the financial year 2018-19 your Company has not made any new contracts withrelated parties pursuant to Section 188 of Companies Act 2013. Though likewise theprevious year there were instances of transaction with a related party as detailed below:

The Spice Energy Private Limited (Promoter Company) a related party as per Section 2(76) of the Companies Act 2013 has provided unsecured loans to our Company. Theaforesaid loan fund was provided by the promoter company to fulfill our company'srequirements related to legal expenses and necessary statutory compliances. Such loantransactions does not fall under the criteria of Section 188 of the Companies Act 2013.However aforesaid loan transaction is covered under the category of material relatedparty transaction as per Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Though in terms of Regulation 15(2) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 all the provisions ofRegulation 23 dealing with Related Party Transactions (including material related partytransactions) are not applicable on a Company having paid up share capital not exceedingRs. 10 crores and networth not exceeding Rs. 25 crores as on the last day of the previousfinancial year. Accordingly our company is exempt to comply with the provisions ofRegulation 23.

As a part of good corporate governance our Company follows the practice to present thedetails of all related party transactions on quarterly basis before the audit Committee ofthe Company for their consideration.

The Company has formulated a policy on materiality of related party transactions andalso on dealing with Related Party Transactions which can be downloaded from the linkmentioned below:

27. 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 2018-19:

None of the Director of the Company has drawn any remuneration in any form during thefinancial year 2018-19. 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 2018-19.

During the year the previous Company Secretary Ms. Ruchi Singh and Chief FinancialOfficer Mr. Bhupendra Sharma had resigned w.e.f. 26th July 2018 and 30th September 2018.Mr. Suvindra Kumar and Mr. Raman Kumar Mallick were appointed at their place as CompanySecretary and Chief FinancialOfficer respectively.

During the year salary of newly appointed CS & CFO was greater than the erstwhileCS and CFO considering their relevant experience in the industry.

iii) the percentage increase in the median remuneration of employees in the financialyear:

The percentage increase in the median remuneration of employees in the financial yearwas 20%.

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

During the year 2018-19 4 employees were there on the pay roll of the Companyincluding one Company Secretary and one Chief Financial Officer.

As on 31st March 2019 only 4 employees were continuing 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 CS and CFO.

During the year Average Increase in the Salary of Employees other than ManagerialPersonnel is 6.75%. During the year there was no increase in remuneration of ManagerialPersonnel. Thus no comparison can be made.

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:

Name of employee Designation
1 Mr. Suvindra Kumar* Company Secretary and Compliance Officer
2 Mr. Raman Mallick* Chief Financial Officer
3 Ms. Ruchi Singh* Company Secretary and Compliance Officer
4 Mr. Bhupender Sharma* Chief Financial Officer
5 Mr K. Kannan Assistant
6 Mr Nirmal Barman Assistant

*Ms. Ruchi Singh and Mr. Bhupendra Sharma had resigned and relieved from the post ofthe CS and CFO of the Company from the end of working hours on 26th July 2018 and 30thSeptember 2018 respectively. And in the place of them Mr. Suvindra Kumar and Mr. RamanKumar Mallick were appointed at their place as Company Secretary and Chief FinancialOfficer w.e.f 2nd November 2018.

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.

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

The Auditors has not submitted any adverse remark qualification or reservation intheir report for the period under review.

However the Secretarial Audit Report contains the following observations;


"During the period the Company has made the payment of Annual Listing Fees to BSELtd in different tranches till July 3 2019 exceeding the last day of payment for suchListing Fees which was paid on July 3 2019."

The observation of Secretarial Auditor is made on the Payment of Listing Fee to theBombay Stock Exchange Limited (BSE) such payment is made in full by 3rd July2019 indifferent tranches considering the paucity of funds in the Company.

29. Risk Management Policy

In terms of applicable laws and regulations the Company has formulated a RiskManagement Policy duly reviewed by the Board of Directors.The policy includes riskidentification analysis and prioritization of risk and development of risk mitigationplans.

Earlier a Risk Management Committee was framed by the Board of Directors of theCompany in pursuant to the Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. However the said committee was dissolved by the Companyw.e.f. 14thNovember2015in terms of applicability of the provisions for having the riskmanagement committee are only with the top 100 listed Companies based on the marketCapitalization as at the end of the immediate previous financial year.

Furtherthe Audit Committee of the Board is entrusted to ensure the Risk ManagementPolicy and System. The Board of Directors has approved a RiskManagement Policy which isavailable on Company's website with below link: Energy%20-%20OD%20-%20Risk%20Management.pdf

30. Management Discussion and Analysis Report

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a Management Discussion and Analysis Reporthas been prepared and the same is forming part of this Report.

31. Corporate Governance Report

Your Company believes in good Corporate Governance with a view to perform variouscompliances as prescribed under various laws and regulations which are applicable to theCompany for the time being in force. Your company remains committed tofollow bestgovernance practices in true spirit A separate Section on Corporate Governance formingpart of the Director's Report and a certificate from the Practicing Company Secretaryconfirming compliance of the Corporate Governance Norms as stipulated in Regulation 34 (3)read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 is included with this Annual Report.

32. Annual Secretarial Compliance Report

Your Company has sought exemption under Regulation 15(2) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 to BSE from submitting theAnnual Secretarial Compliance Report. The exemption was filed on 15th May 2019 based onNet Worth and Paid Up Share Capital of Audited Financial Statement for financial year2017-18. Also on Adoption of financial statements for the financial year 2019 -19 on 28thMay 2019 company had once again submitted the claim of exemption to the BSE on the saiddate.

33. Listing of Securities

The Company's Securities are currently listed on Bombay Stock Exchange Limited (BSELimited) with ISIN-INE173J01018 and scrip code 523222. The annual listing fee for theFinancial Year 2018-19 and 2019-20has been paid by the Company to BSE Limited. Were-iterate that the Company is regularly complying with all the provisions of the SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015.

34. Directors' Responsibility Statement

The financial statements of the Company were prepared in accordance with IndianAccounting Standards (Ind AS).

In terms of Section 134(5) of the Companies Act 2013 the Directors would like tostate/confirm that:

(a) in the preparation of the annual accounts for the financial year ended on 31stMarch 2019 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 2018-19 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 2019have 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 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.

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

During the Financial Year 2018-19 there was no dividend declared and paid. Hence theprovisions of Section 125(2) of the Companies Act 2013 do not apply.

36. Secretarial Standards

The Company confirms compliance with the applicable requirements of SecretarialStandards.

37. Prevention of Sexual Harassment at Workplace

In terms of the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 your company is exempt from compliance under saidprovisions. Hence no Internal Complaint Committee (ICC) has been constituted during theperiod under review.

38. Acknowledgements

Your Directors would like to express their sincere thanks to various stakeholders ofthe Company i.e Regulatory Bodies Government Bankers Shareholders/Investors businessassociates etc. for the Cooperation and assistance received from them.The Board ofDirectors would also like appreciate them for extending their trust reliance sustainedsupport and encouragement during the year under review.

The Directors would also like to place their deep appreciation to the management andthe employees of the Company who have been supporting the Company with their dedicationhard work and commitment at all levels and in the adverse circumstances.

For and on behalf of the Board of Directors

(Vishal Rastogi) (Shailesh Kumar Singh)

Managing Director Director DIN: 02780975 DIN:07688944

Place: New Delhi Date:13.08.2019