| The Directors present herewith the 20th Annual Report on the business
of the Company, together with the Financial Statements for the
financial year ended March 31, 2015.
The Company had obtained permission from the Registrar of Companies for
holding the Annual General Meeting before end of December 2015.
RESULT OF OPERATIONS
The summarized financial highlights of the Company for the year ended
March 31st, 2015 are as follows:
(Rs. in Lacs)
Particulars Financial Year ended
Standalone Consolidated
31/03/2015 31/03/2014 31/03/2015 31/03/2014
Total Income 20.25 29.13 12.77 12.11
Profit/(loss) before
Interest,
Depreciation (60.41) (180.29) (68.53) (186.31)
& Tax (EBITDA)
Finance Charges 330.96 4986.97 22.13 2201.52
Depreciation 11.71 1.30 12.02 13.19
Provision for
Income Tax
(including for
earlier years) Nil Nil (0.03) Nil
Net Profit/(Loss)
After Tax (403.08) (5168.56) (102.67) (2401.02)
Profit/(Loss) brought
forward from previous
year (23035.40) (17866.84) (15179.85) (12778.82
Amount transferred
consequent to Scheme Nil Nil Nil Nil
of Merger
Profit/(Loss)
carried to Balance
Sheet (23438.48) (23035.40) (15282.49) (15179.85)
*previous year figures have been regrouped/rearranged wherever
necessary.
DIVIDEND
Directors do not recommend any dividend.
THE YEAR IN RETROSPECT
There has been no business activity during the year except follow-up
work that was done for restart of construction activities of the 10 *
40 MW Maheshwar Hydro Power Project.
Finalization of funding arrangements to complete the partially ready
40x10 MW Hydro Power Project of the Subsidiary Company Shree Maheshwar
Hydel Power Corporation Limited (SMHPCL) is under finalization. Your
company has been successful in identifying and introducing to the
Lenders of SMHPCL an International Investor who has offered to arrange
full funds to complete the Project and also substitute existing high
cost debt with low cost ones. Your management is hopeful that the
Lenders of SMHPCL will not unreasonably delay their confirmations to
the offerso that early resumption of work and its fast commissioning is
rendered possible. Such an event will have a great impact on your
Company's future.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Review of operations and performance of the Company is covered under a
separate Statement as 'Management Discussion and Analysis Report'
forming part of this Annual Report.
CORPORATE GOVERNANCE
Review on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement along with a certificate from M/s Roy Jacob & Co.,
Practicing Company Secretary confirming compliance of conditions of
Corporate Governance is annexed herewith and forms part of the Annual
Report.
CAPITAL/ FINANCE
As on 31st March, 2015, the issued, subscribed and paid up share
capital of your Company stood at Rs. 3,17,15,30,090/-, comprising
31,71,53,009 Equity shares of Rs.10/- each.
BUSINESS OUTLOOK & PLANS
The Company is making efforts to ensure that during the current year
the Maheshwar Project becomes operational with the first 3 turbines
apart from commencement of construction work for installing the
remaining seven Turbines.
DIRECTORS
In terms of the Articles of Association of the Company, Mr. Warij A.
Kasliwal, Director and Mr. Alok Sinha, Directors of the Company retire
by rotation at the ensuing Annual General Meeting and, being eligible,
offer themselves for re-appointment. Their brief profile is included in
the Report on Corporate Governance forming part of the Annual Report.
Your Directors recommend their re-appointment at the forthcoming Annual
General Meeting.
Your Director Mr. P L Nene resigned from the board of the Company in
August 2015 due to health reasons. The Directors wish to place on
record their gratitude for the valuable contribution by Mr. Nene
during his association with the Company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchange.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The Company has 3 Subsidiaries as on March 31, 2015 namely
a. Shree Maheshwar Hydel Power Corporation Limited (SMHPCL)
b. Ennertech Biofuels Limited (EBL)
c. Rajasthan Solar Power Company Private Limited (RSPCPL).
There has been no material change in the nature of the business of the
subsidiaries. A statement containing brief financial details of the
subsidiaries is included in the Annual Report.
As required under the Listing Agreements entered into with the Stock
Exchanges, a consolidated financial statement of the Company and its
subsidiaries is attached. The consolidated financial statements have
been prepared in accordance with the relevant accounting standards as
prescribed under Section 211(3C) of the Act. These financial statements
disclose the assets, liabilities, income, expenses and other details of
the Company and its subsidiaries. It may, however, be noted that the
audited accounts of the Subsidiary Shree Maheshwar Hydel Power
Corporation Limited is not yet available due to pending decision on
applicability of couple of Accounting Standards for drawing up the
Accounts which will have a critical bearing on their financial
statements. Hence, the Un-audited Financial Statements, as taken on
record by the Board of Directors of Shree Maheshwar Hydel Power
Corporation Limited, has been consolidated with the audited Financial
Statements of your Company.
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. However the
financial information of the subsidiary companies is disclosed in the
Annual Report in compliance with the said circular. The Company will
provide a copy of separate annual accounts in respect of each of its
subsidiary to any shareholder of the Company who asks for it and the
said annual accounts will also be kept open for inspection at the
Registered Office of the Company.
Board's observations to the Qualifications in the Auditor's Report:
(1) Non provision of Interest payable to EARCL referred to in (i) under
Qualified Opinion: The management is under discussions with Edelweiss
for One-time Settlement of Company's dues and which will get firmed up
on commissioning of Maheshwar Project. Your management is confident of
waiver of total interest payments to the ARC. Hence no provision for
accrued interest has been made in the Books.
(2) We have reasons to believe that the Developer to whom the deposit
was made has started the work related to revival of their Project.
Under the circumstances we are confident that the Company shall be
provided with the rent-free area in the developed property in the next
18 months.
DEMATERIALISATION OF SHARES
The trading in equity shares of the company is permitted only in
dematerialized form. A total of 96.53% shares are held in
dematerialized form with NSDL and CDSL as on 31st March, 2015.
AUDIT COMMITTEE:-
In accordance with Section 177 of the Companies Act, 2013 and Clause 49
of the Listing Agreement, the Company has constituted the Audit
committee which currently consists of Mr. Jagdish Capoor - (Chairman of
Audit Committee), Mr. Ajit Kapadia and Mr. Alok Sinha.
AUDITORS AND AUDITORS' REPORT
M/s, Shyam Malpani& Associates, Chartered Accountants, Statutory
Auditor of the Company hold office till the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment.
The Company has received letter from M/s Shyam Malpani & Associates to
the effect that their re-appointment, if made, would be within the
prescribed limits under Section 141(3)(g) of the Companies Act, 2013
and that they are not disqualified for re-appointment. The Notes on
Financial Statements referred to in the Auditors Report are self -
explanatory and do not call for any comments.
SECRETARIAL AUDITORS
The Board had appointed M/s Roy Jacob & Co., Practicing Company
Secretaries to conduct Secretarial Audit for the financial year
2014-15. The Secretarial Audit Report for the financial year ended
March 31, 2015 is annexed as Annexure B to this Report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse
remark.
INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY
The Company has in place an Internal Control System commensurate with
the size, scale and complexity of its operations. The Internal Control
System provides reasonable assurance with regard to recording and
providing reliable information, compliance with applicable laws, rules
and regulations.
The Audit Committee reviews Audit Reports submitted by the Internal
Auditors M/s SMNP & Co, Chartered Accountants on a regular basis.
RISK MANAGEMENT
Pursuant to the requirement of Section 134 of the Companies Act, 2013,
the Company has already in place a Risk Management Plan. The Company
has a Business Risk management framework to identify and evaluate
business risks and opportunities. This framework minimizes adverse
impact of on business objectives and enhances your Company's
competitive advantage. In accordance with the provision of Clause 49 of
the Listing Agreement, your Company has also constituted a Risk
Management Committee.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has Whistleblower Policy and Vigil Mechanism to deal with
instances of fraud and mismanagement, if any. The Whistleblower Policy
and Vigil Mechanism is uploaded on the website of the Company.
SEXUAL HARRASMENT
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
RELATED PARTY TRANSACTIONS
All related party transactions attracting compliance under Section 188
and/or Clause 49 of the Listing Agreement are placed before the Audit
Committee as also before the Board for approval.
The disclosure on Related Party Transactions is made in the Financial
Statement of the Company. The prescribed form AOC-2 of the Companies
(Accounts) Rules, 2014 is enclosed as a separate Annexure.
FIXED DEPOSITS
The Company has not accepted any Deposits and such, no amount on
account of principal or interest on public deposits was outstanding as
on the date of balance sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of loans, guarantees and investments are given in the notes
to the financial statements.
PARTICULARS OFEMPLOYEES
During the year under review, no employee of the Company was drawing
remuneration exceeding the limits prescribed under Rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has no employees who were in receipt of the
remuneration of Rs.60,00,000/- or more per annum during the year ended
31st March 2015 or Rs. 5,00,000/- or more per month during any part of
the said year.
CONSERVATION OFENERGY AND TECHNOLOGY ABSORPTION
Being a Renewable Energy Company, your Company is committed to energy
conservation at every stage of its operations. To keep pace with the
technology revolution, your Company is taking necessary steps in
utilizing modern and advanced technology.
NUMBER OF MEETINGS OF THE BOARD
The number of meetings held during the year is mentioned in detail in
the Corporate Governance Report that forms a part of this Annual
Report.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, extract of annual return is Annexed as Annexure A.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, with respect to
Directors' Responsibility Statement, it is hereby confirmed that:
i) In the preparation of the Annual Accounts for the Financial Year
ended 31st March 2015, the applicable accounting standards read with
requirement set out under Schedule VI to the Companies Act, 1956, have
been followed and there are no material departures from the same..
ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the State of Affairs of
the Company at the end of the financial year 31st March 2015 and of the
profit/loss of the Company for that period.
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing / detecting fraud and other irregularities
iv) The Directors have prepared the annual accounts of the Company on a
'going concern' basis; and
v) The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively
vi) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
wholehearted and continued support extended by all the investors,
customers, suppliers, banks, Stock Exchanges, financial institutions
and other Government Authorities during the year under report.
Your Directors also take this opportunity to express their deep sense
of gratitude to the commitment, dedication and hard work of all
employees who have been a major driving force behind the Company.
For and on behalf of the Board of Directors
Sd/- Mukul Kasliwal Chairman
Place: Mumbai
Date : 14th November 2015
|